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Mr Mark Dixon purchase further 500,000 to 6.1%
Oct 31, 2017
cloudBuy plc, the global provider of cloud-based e-commerce marketplaces and B2B buyer and supplier solutions, today provides an notifications of major interests in shares
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Mr Mark Dixon receipt of 7,500,000 shares from Mrs Dixon
Oct 31, 2017
cloudBuy plc, the global provider of cloud-based e-commerce marketplaces and B2B buyer and supplier solutions, today provides an notifications of major interests in shares
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Mrs Dixon transfer of 7,500,000 shares to Mark Dixon
Oct 31, 2017
cloudBuy plc, the global provider of cloud-based e-commerce marketplaces and B2B buyer and supplier solutions, today provides an notifications of major interests in shares
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Third Interest Payment
Oct 30, 2017
cloudBuy, the global provider of cloud-based eCommerce marketplaces and B2B buyer and supplier solutions, announces that pursuant to the Financing announced on 24 March 2016 (as defined therein), the third interest payment to be made to Roberto Sella has fallen due
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Director/PDMR Shareholding
Sep 20, 2017
cloudBuy, the global provider of cloud-based eCommerce marketplaces and B2B buyer and supplier solutions, announces that Ronald and Lyn Duncan, directors of the Company, have transferred for nil consideration a total of 2,053,836 Warrants to family members, they have also undertaken to pay any tax arising from the transfer or exercise of the Warrants.
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Interim Results for the six months ended 30 June 2017

Aug 16, 2017

 

 

cloudBuy plc (AIM: CBUY), the global provider of cloud-based ecommerce marketplaces and B2B buyer and supplier solutions, today announces its unaudited interim results for the six months ended 30 June 2017.

Key Points

Operational

  • PHB Choices making positive progress with 25% of CCG’s either contracted or in advanced discussions.
  • Contracts won in 2016 continue to generate revenue.
  • The impact of cost reductions made in 2016 and in 2017 have significantly reduced the cost base.

Financial

  • Revenue increased by 4% from H1 2016 to £0.819m.
  • Administrative expenses, excluding share based payments, decreased by 34% to £1.733m (2016: £2.643m).
  • After a charge for share based payments of £0.248m (2016: £0.348m), the operating loss decreased by 45% to £1.296m (2016: £2.347m).
  • Cash and cash equivalents as at 30 June 2017 were £1.469m (30 June 2016: £1.947m) reflecting the losses incurred, offset by the Roberto Sella financing.
  • Management expectations are for revenue and operating profit, excluding share based payments, to be broadly in line with market expectations for 2017. 

Ronald Duncan, Executive Chairman of cloudBuy, commented, “During the first half of the year we continued to make positive progress with PHBChoices through our customer, NHS SBS. This remains our main focus for growth, supplemented by contracts already won around the world and a limited number of new opportunities including in the Middle East.

The expected progress on these key contracts and cost reduction measures already taken will result in a significantly lower loss for 2017 compared to 2016.”

 

For further information, please contact:

cloudBuy plc

David Gibbon, CFO

 

Tel: 0118 963 7000

 

 

Arden Partners plc – NOMAD and broker

Tel: 020 7614 5900

William Vandyk

 

About cloudBuy plc

cloudBuy, (AIM: CBUY), provides cloud solutions for buyers and sellers – and brings them together to trade securely and ethically via an increasing number of public e-marketplaces and private purchasing portals around the world, powered by cloudBuy ecommerce technology.

cloudBuy solutions for buyers help B2B purchasers understand and control their spend, to reduce costs and increase value. Our cloudSell solutions enable sellers of all sizes, from startups to corporates, reach new customers and grow their business.

cloudBuy’s technology platform powers web sites, public marketplaces and private purchasing portals that enable all types of online interactions and relationships including, citizen and business to government; consumer to business; and business to business.

For more information visit: www.cloudbuy.com 

 

CHAIRMAN'S STATEMENT

Operational

We continue to focus on our key projects.

PHBChoices

Our Marketplace for Personal Health Budgets (PHB’s) is showing considerable promise with around 25% of Clinical Commissioning Groups (CCG’s) either contracted or engaged in advanced discussions and a strong pipeline across the remainder. Working with the early adopters, our customer, NHS Shared Business Services (NHS SBS) has developed a compelling business case for CCG’s to use PHBChoices. PHB’s are projected to represent £7bn of NHS Spend by 2020/21 with 100,000 budget holders planned. Working with our current CCG’s, NHS SBS has identified significant efficiencies and savings when PHBChoices is deployed: the ratio of PHB’s able to be managed by each CCG staff member increases fivefold and there are additional cash releasing savings of around 25% of amounts spent.

The majority of PHB’s currently in place employ personal assistants (PA’s) rather than using care suppliers. Recognising this and to increase the breadth of the offer, NHS SBS Employment Services have added a payroll solution to PHBChoices to include PA’s alongside the 400,000 NHS staff members they currently pay.  From a cloudBuy perspective we have developed a PA module which covers PA booking, time-sheets, time and attendance and feeds directly into the payroll service ensuring that we have a fully electronic solution. On average PHB holders employ 4 PA’s, however this can increase to 10 or more for individuals with very complex health needs, making this a critical area for the success of PHBChoices.

During the first half we engaged with CCG’s and their PHB holders on a pilot basis as it became clear that we would have to develop a fully functional solution to PA’s for this phase of take-on to be successful.  This is now largely complete and from September CCG’s are going live with standard contracts. 

NHS England has increased the pressure on CCG’s to hit their PHB targets and has introduced ‘Markers of Progress’ to track the progress of each CCG against their expected PHB numbers. This information is available in the public domain.

United Overseas Bank in Singapore

We are providing a marketplace for the bank’s SME customers, giving access to special offers and competitive pricing from a range of flagship suppliers.  The initial suppliers are all large organisations with whom the bank has a strategic relationship.  The marketplace is now live in Singapore, with a wider Asia Pacific roll out being considered for Q4 and 2018.  The contract is revenue generating with set up fees, SaaS licence and transaction fees payable to cloudBuy.  We are currently working with the suppliers to integrate their booking and inventory systems with the UOB marketplace.

Confederation of Indian Industry

 The CII marketplace in India has continued to develop with approximately 55,000 products featured and available for purchase. The majority of the content is manufacturing based and early transactions are subject to a request for quote rather than an ecommerce basket purchase. These early suppliers are receiving orders and a small number are interested in purchasing their own cloudBuy B2B websites as a consequence.

Egyptian Marketplace

We have started initial discovery work on our first project in Egypt with the Federation of Egyptian Chambers of Commerce under our MOU agreement with Visa and Efinance. Efinance, shares many of the characteristics of NHS SBS as it is a major supplier of outsourced services to the Egyptian government and private enterprises. This along with the involvement of Visa, gives additional confidence in the attractiveness of the prospect.

York Schools

Our project with the York Region District School Board in Ontario is now live and our client is showcasing the system to the 72 other school boards that can join in under the contract, along with the municipal governments. The contract is revenue generating with set up fees, SaaS licence and transaction fees payable to cloudBuy.

HealthShare New South Wales

Our flagship Spend Analytics project in Australia is live and providing spend analysis to 33 hospitals and health organisations in the region. We have identified significant savings opportunities for our client during implementation and this has generated further interest from other Australian States in using the product. The contract is revenue generating with set up fees and SaaS licence fees payable to cloudBuy.

 

Funding

During the half year, the final tranche of the Roberto Sella funding of £1.476m was utilised. 

 

Financial Results

Turnover showed a small increase on 2016 with increased project revenue partially offset by non renewal of contracts in H2 2016 and lower revenue in Company Formation Services. Operating losses were reduced by £1.051m to £1.048m as a result of the reduction in administrative expenses and share based payments. 

Cash and cash equivalents as at 30 June 2017 were £1.469m (30 June 2016: £1.947m) reflecting the losses incurred, offset by the Roberto Sella financing.

 

Outlook

PHBChoices remains our key focus for future growth. Positive progress towards revenue growth from this contract has been made in H1 and is expected to continue for the remainder of 2017 and in future years. This will be supplemented with revenue from existing contracts and focussed new revenue opportunities.

Losses will continue to reduce through growth in revenue and the effect of costs reductions already implemented which will have a greater impact on the H2 cost base.

Ronald Duncan
Executive Chairman
15 August 2017

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

 

 

 

 

Notes

6 months to

30 June

2017

£’000

6 months to

30 June

2016

£’000

Year ended

31 Dec

2016

£’000

 

 

 

 

 

Revenue

2

819

785

1,714

Cost of sales

 

(134)

(141)

(298)

 

 

 

 

 

Gross profit

 

685

644

1,416

Administrative expenses

 

(1,733)

(2,643)

(4,778)

Share based payments

 

(248)

(348)

(694)

 

 

 

 

 

Operating loss

 

(1,296)

(2,347)

(4,056)

Finance income

Finance Cost

 

-

(184)

-

(53)

-

(216)

 

 

 

 

 

 

Loss on ordinary activities before taxation

 

(1,480)

(2,400)

(4,272)

Income tax expense

 

-

-

157

 

 

 

 

 

Loss for the year attributable to equity shareholders of the parent

 

 

(1,480)

 

(2,400)

 

(4,115)

 

 

 

 

 

Other comprehensive income – item which will or may be reclassified to profit and loss

 

 

 

 

Exchange gain arising on translation of foreign operations

 

(9)

11

(359)

 

 

 

 

 

Total comprehensive income

 

(1,489)

(2,389)

(4,474)

 

 

 

 

 

 

 

 

 

 

Loss per share – basic and diluted

3

(1.1)p

(1.9)p

(3.2)p

 

Revenue and operating loss all derive from continuing operations.

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)

 

 

 

Notes

30 June

2017

£’000

30 June

2016

£’000

31 Dec

2016

£’000

 

 

 

 

 

Assets

 

 

 

 

Non-current assets

 

 

 

 

Other intangible assets

 

7

27

9

Property, plant and equipment

 

152

172

182

 

 

 

 

 

 

 

159

199

191

 

 

 

 

 

Current assets

 

 

 

 

Trade and other receivables

 

562

287

522

Taxes recoverable

 

60

50

207

Cash and cash equivalents

 

1,469

1,947

1,036

 

 

 

 

 

 

 

2,091

2,284

1,765

 

 

 

 

 

 

 

 

 

 

Total assets

 

2,250

2,483

1,956

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

Current liabilities

 

 

 

 

Trade and other payables

 

(1,029)

(846)

(1,019)

 

 

 

 

 

 

 

(1,029)

(846)

(1,019)

 

 

 

 

 

Non-current liabilities

 

 

 

 

Financial liabilities – borrowings

     Non-convertible loan notes

     Convertible loan notes

4

 

(1,633)

(2,822)

 

-

(2,134)

 

(661)

(2,412)

 

 

 

 

 

 

 

(4,455)

(2,134)

(3,073)

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

(5,484)

(2,980)

(4,092)

 

 

 

 

 

 

 

 

 

 

Net Assets/(liabilities)

 

(3,234)

(497)

(2,136)

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

Called up share capital

 

1,304

1,304

1,304

Share premium

 

5,534

5,534

5,534

Other reserve

 

1,737

1,496

1,594

Share based payment reserve

 

1,235

640

987

Currency translation

 

(318)

61

(309)

Accumulated profit/(losses)

 

(12,726)

(9,532)

(11,246)

 

 

 

 

 

Total equity attributable to equity shareholders of the parent

 

 

(3,234)

 

(497)

 

(2,136)

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

 

 

6 months to

30 June

2017

£’000

6 months to

30 June

2016

£’000

Year ended

31 Dec

2016

£’000

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

Loss before tax

 

(1,480)

(2,400)

(4,272)

Adjustments for:

 

 

 

 

     Finance (income)/cost

 

184

53

216

     Depreciation of property, plant & equipment

 

38

28

91

     Amortisation of other intangible assets

 

3

1

18

     Share based payments

 

248

348

694

     Changes in working capital

 

 

 

 

       Trade and other receivables

 

(40)

145

(90)

       Trade and other payables

 

(125)

(97)

(44)

     Currency translation

 

(9)

11

(369)

 

 

 

 

 

Net cash used by operations

 

(1,181)

(1,911)

(3,756)

 

 

 

 

 

Tax received

 

147

-

-

 

 

 

 

 

Net cash outflow from operating activities

 

(1,034)

(1,911)

(3,756)

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Interest received/(paid)

 

-

-

(4)

Purchase of other intangible assets

 

(1)

(24)

(23)

Purchase of property, plant and equipment

 

(8)

(5)

(68)

 

 

 

 

 

Net cash used in investing activities

 

(9)

(29)

(95)

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Issue of ordinary shares

 

-

133

133

Issue of convertible loan note (net of costs)

 

1,476

3,000

4,000

Interest received

 

-

-

-

 

 

 

 

 

Net cash generated from financing

 

1,476

3,133

4,133

 

 

 

 

 

Net increase in cash and cash equivalents

 

433

1,193

282

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

1,036

754

754

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

1,469

1,947

1,036

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

 

Share capital

£’000

Share premium

£’000

Other reserve

 £’000

Share based payment reserve

£’000

Currency trans-lation

£’000

Accumul-ated profit and loss

£’000

Total

£’000

 

 

 

 

 

 

 

 

Balance as at 1 January 2016

1,284

5,422

630

292

50

(7,132)

546

 

 

 

 

 

 

 

 

Shares issued in the period

20

112

-

-

-

-

132

Equity attributed to convertible loan note

-

-

866

-

-

-

866

Share based payments

-

-

-

348

 

-

-

348

Exchange in period

-

-

-

-

11

-

11

Loss for the period

-

-

-

-

-

(2,400)

(2,400)

 

 

 

 

 

 

 

 

Balance as at 30 June 2016

1,304

5,534

1,496

640

61

(9,532)

(497)

 

 

 

 

 

 

 

 

Shares issued in the period

-

-

-

-

-

-

-

Equity attributed to convertible loan note

-

-

98

-

-

-

98

Share based payments

-

-

-

347

-

-

347

Exchange in period

-

-

-

-

(370)

-

(370)

Loss for the period

-

-

-

-

-

(1,714)

(1,714)

 

 

 

 

 

 

 

 

Balance as at 31 December 2016

1,304

5,534

1,594

987

(309)

(11,246)

(2,136)

 

 

 

 

 

 

 

 

Equity attributed to convertible loan note

-

-

143

-

-

-

143

Share based payments

Exchange in period

-

-

-

-

-

-

248

-

-

(9)

-

-

248

(9)

Loss for the period

-

-

-

-

-

(1480)

(1,479)

 

 

 

 

 

 

 

 

Balance as at 30 June 2017

1,304

5,534

1,737

1,235

(318)

(12,726)

(3,234)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOTES TO THE FINANCIAL STATEMENTS

1.         Basis of preparation

These interim financial statements have been prepared in accordance with the accounting policies set out in the Annual Report and Accounts for the year ended 31 December 2016 and the interpretation of those accounting standards underlying the accounting policies. IAS 34, Interim Financial Reporting, has not been applied.  The interim financial statements have been issued in accordance with the AIM Rules of the London Stock Exchange and are unaudited.  The financial information set out does not constitute statutory accounts for the purposes of section 434 of the Companies Act 2006.  The auditors’ report on the statutory accounts for the year ended 31 December 2016 which have been filed with the Registrar of Companies was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

The preparation of financial statements requires estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although the estimates are based on management’s best knowledge of the amounts, events or actions, actual results may differ from those estimates.

This announcement which was approved by the board of cloudBuy plc on 15 August 2017 will be published on the company’s website at www.cloudbuy.com.

2.         Revenue (unaudited)

Set out below is an analysis of revenue recognised and gross profit attributable between reportable segments:

 

 

 

Revenue

6 months to

30 June

2017

£’000

6 months to

30 June

2016

£’000

Year ended

31 Dec

2016

£’000

 

 

 

 

Company formation services

209

267

492

Web and ecommerce services

579

489

1,166

Coding International Limited

31

29

56

 

 

 

 

 

819

785

1714

Gross Profit

 

 

 

 

 

 

 

Company formation services

112

143

265

Web and ecommerce services

542

472

1,095

Coding International Limited

31

29

56

 

 

 

 

 

685

644

1,416

 

 

 

 

 

3.         Loss per share (unaudited)

The calculations for loss per share are based on the weighted average number of shares in issue during the period 130,432,664 (6 months to 30 June 2016: 129,499,528; year ended 31 December 2016: 129,968,645) and the following losses:

 

 

6 months to

30 June 2017

£’000

   6 months to

30 June 2016

£’000

Year ended

31 Dec 2016

£’000

Unadjusted earnings:

 

 

 

Loss on ordinary activities after tax

(1,480)

(2,400)

(4115)

Add back:

 

 

 

Share based payments

248

348

694

 

1,231

 

 

Adjusted earnings:

(1232)

(2,052)

(3,421)

The share options and warrants are not dilutive as they would not increase the loss per share in the year.

The basic and diluted loss per share calculated on the unadjusted earnings is 1.1p (6 months to 30 June 2016: 1.9p; year ended 31 December 2016: 3.2p).

The basic and diluted loss per share calculated on the adjusted earnings is 0.9p (6 months to 30 June 2016: 1.6p; year ended 31 December 2016: 2.6p).

4.         Convertible Loan Stock and Loan Stock

The principal terms of the loan instruments are as follows:

Instrument (the "Instrument")

Interest bearing loan note instrument constituting 4,172,562 £1.00 secured convertible loan notes and 1,577,438 £1.00 secured non-convertible loan notes

Amount

Up to £5,750,000

Term

10 year term with an early repayment option on 5th anniversary

Drawdown

Minimum of £3,274,300 in first draw down then in increments of a minimum of £1 million in size

Interest

2.33%

Borrower Covenants

cloudBuy plc cannot issue any instrument that is pari passu or senior to the Instrument and/or the Loan Notes without the consent of the holder of the Loan Notes

Lender Covenants

None

Conversion price

6.5 pence (conversion at any time in full or in part at the election of loan note holder) or 1 penny (in the event that the outstanding amount of the Convertible Loan Notes (including principal and interest) has not been repaid or converted by the Final redemption Date)

Security

The Loan Notes will be secured, by way of a secondary charge over the Company’s assets, with the charge ranking behind the Company's clearing bank facility provider from time to time where the priority charge over the Company assets will be limited to £300,000 in value

Future Investment

Mr. Roberto Sella to have the right, but not the obligation, to participate in future equity fundraising by the Company at 80% of the price of other investors up to the end of the Term

5.         Disclosure of Concert Party Shareholdings

The following details are required to be disclosed in this report to comply with the conditions of The Takeover Code. Mike Pasternak who is a director of cloudBuy is deemed to be acting in concert with Roberto Sella for the purposes of the Takeover Code. The holdings of Roberto Sella and Mike Pasternak are as follows:

Shareholder

Interest in issued share capital on 11 August 2016

Percentage interest in issued share capital on 11 August 2016

Total interest on the basis that the full £5,750,000 loan is utilised and all potential Convertible Loan Securities are converted

Percentage total interest on the basis that the full £5,750,000 loan is utilised and all potential Convertible Loan Securities are converted

Roberto Sella

14,700,000

11.27%

86,911,877

42.89%

Mike Pasternak

2,150,000

1.65%

2,150,000

1.06%

Total

16,850,000

12.92%

89,061,877

43.95%