CLOUD

0.050

(%)

MULTIPLE PROPOSALS CLOUDARON GROUP BERHAD ("CLOUDARON" OR THE "COMPANY") (I) PROPOSED DISPOSAL; (II) PROPOSED CAPITAL REDUCTION AND REPAYMENT; AND (III) PROPOSED DELISTING. (COLLECTIVELY, "PROPOSALS")

CLOUDARON GROUP BERHAD

Type Announcement
Subject MULTIPLE PROPOSALS
Description
CLOUDARON GROUP BERHAD ("CLOUDARON" OR THE "COMPANY")

(I) PROPOSED DISPOSAL; 
(II) PROPOSED CAPITAL REDUCTION AND REPAYMENT; AND
(III) PROPOSED DELISTING.

(COLLECTIVELY, "PROPOSALS")

We refer to the announcements dated 18 July 2025, 5 August 2025, 19 September 2025, 4 December 2025, 8 December 2025 and 5 January 2026 as well as the Company’s circular dated 27 October 2025 (“Circular”) in relation to the Proposals. Unless otherwise stated, the definitions set out in the previous announcements and Circular shall apply herein.

 

On behalf of the Board, SCA wishes to announce that Abelco had on 13 January 2026 given formal notice of its decision to cancel and terminate the SPA with immediate effect for the reason that they are unable to and will be unable to fulfil the following condition precedent (i) by the final Long Stop Date of 4 February 2026:

 

(i) Stock exchange and related approvals

 

Abelco obtaining all necessary approvals, if any, from NGM Nordic SME Marketplace for the issuance and listing of the Consideration Shares as consideration and notifying Cloudaron of such approvals in writing. Abelco shall also procure all other approvals, consents and processes for the issuance and listing of the Consideration Shares on the NGM Nordic SME Marketplace (if any) are duly obtained or secured. In the event the approvals are subject to any conditions, the conditions shall be subject to the written acceptance of Abelco and Cloudaron.

 

Consequently, condition precedent (ii) below is also incapable of fulfilment as it is to be confirmed by the parties only prior to the Closing Date upon the condition precedent (i) above being met:-

 

(ii) No material adverse effect

 

No material adverse effect having occurred in respect of the Disposal Companies prior to the Closing Date.

 

Pursuant to Clause 13.1(b) of the SPA, the SPA can be terminated by either party if any condition precedent becomes incapable of fulfilment by the Long Stop Date and accordingly with Abelco’s 13 January 2026 notification, the SPA is terminated. Upon termination of the SPA, the SPA now has no further effect except for clauses expressed to survive termination and neither party shall have any claims whatsoever against the other save and except for any antecedent breach.

 

As the Proposals are inter-conditional upon each other in terms of sequence of implementation and completion of the Proposals, the Proposed Capital Reduction and Repayment and the Proposed Delisting will not be implemented following termination of the SPA. Hence, Cloudaron will continue to maintain its existing business operations and listing status.

 

This announcement is dated 14 January 2026.






Announcement Info

Company Name CLOUDARON GROUP BERHAD
Stock Name CLOUD
Date Announced 14 Jan 2026
Category General Announcement for PLC
Reference Number GA1-14012026-00066