1 Nov 2021 07:00
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 now considered to be in the public domain.
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."
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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 £130,000 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 £20,118 and it made a loss before tax of £109,359. Cloudveil's net liabilities at 31 December 2020 were £119,046. Since 31 December 2020 Cloudveil has continued to accrue losses with turnover for the 6 months to 30 June 2021 being £2,000 and the loss before tax of £31,775. At 31 December 2020 nanosynth had provided funding of £114,000 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 £115,000.