Interm Report

Gloo Networks plc

("Gloo" or the "Company")

Interim report for the six months ended 30 September 2017

London, 13 December 2017 - Gloo Networks plc announces its interim results for the six months ended 30 September 2017.

Over the period, Gloo Networks generated a loss after taxation of £1.8 million, reflecting operating expenses and diligence costs incurred in the continued pursuit of its stated investment strategy. At 30 September 2017, Gloo Networks held over £21.3 million in cash.

Rebecca Miskin, Gloo's Chief Executive Officer, commented: "We have made good progress over recent months with a shortlist of acquisition opportunities in highly attractive verticals, and look forward to discussing with shareholders at the appropriate time."

As we advance discussions with potential targets, our requirements for corporate finance advice and administrative support have increased. Accordingly, it was decided to increase the monthly fees paid to Marwyn Capital LLP ("Marwyn") to £50,000 with effect from 1 November 2017, while reducing the notice period from 12 months to 6 months. The managing partners of Marwyn are Mark Brangstrup Watts and James Corsellis, who are both directors of the Company.

Enquiries:

Liberum Capital Limited (Nominated Adviser and Joint Broker)

Tel: +44 20 3100 2000

Neil Elliot

Chris Clarke

Jonathan Wilkes-Green

Numis Securities Limited (Joint Broker)

Tel: +44 20 7260 1000

Nick Westlake

Teneo Blue Rubicon (PR Adviser)

Tel: +44 20 3757 9234

Chloe Francklin

The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014.

Rebecca Miskin is Chief Executive Officer of Gloo Networks, which has its offices at 20 Buckingham Street, London WC2N 6EF.

GLOO NETWORKS PLC

Unaudited interim condensed consolidated financial statementsfor the six months ended 30 September 2017

MANAGEMENT REPORT

I am pleased to present to the shareholders the Interim Condensed Consolidated Financial Statements of Gloo Networks plc ("the Company") for the six months ended 30 September 2017, consolidating the results of Gloo Networks plc and Gloo Networks Jersey Limited (together, the "Group").

Strategy

Gloo Networks plc is a digital transformation company that was established to create shareholder value from the ongoing structural changes in the media and consumer brand sectors driven by changing trends in mobile, social and data. Gloo's strategy is to apply its expertise in technology and data analytics to the trusted consumer brands that it intends to acquire, and enhance their business models in order to increase profitability and unlock value. The Company is led by digital transformation expert Rebecca Miskin (Chief Executive Officer). Arnaud de Puyfontaine, Chief Executive Officer at Vivendi, serves as Non-Executive Chairman of the Company. Mark Brangstrup Watts and James Corsellis are Executive Directors of the Company.

The ongoing digital and technological disruption of media and consumer brands remains a fundamental dynamic driving potential acquisition opportunities and verifying the Company's core investment hypothesis. The Company will continue to adopt a disciplined and rigorous approach to assessing acquisition opportunities and remains well positioned to secure a suitable platform acquisition with a pipeline of opportunities currently under review. The Directors continue to closely monitor and control the Company's planned level of expenditures during the pre-acquisition phase.

Board Changes

As announced on 18 September 2017, Bill Davis stepped down as CFO to pursue a career opportunity based closer to his family. Following the period end Juan Lopez-Valcarcel, Chief Product & Operations Officer, also resigned to pursue alternative career opportunities within the technology sector. The Board wishes both Juan and Bill the best for the future.

The Board will continue to monitor the Company's management requirements as it continues to work towards successfully concluding a platform acquisition, whilst being mindful of the costs being incurred by the Company.

Results

The Group's loss after taxation for the six months to 30 September 2017 was £1,800,135 (30 September 2016: £1,608,584). In the six months to 30 September 2017, the Group incurred £1,824,935 (30 September 2016: £1,659,762) of administrative expenses, received interest of £24,800 (30 September 2016: £51,178) and at the period end held a cash balance of £21,353,795 (30 September 2016: £25,696,311).

Dividend Policy

The Company will consider its dividend policy following its first acquisition.

Corporate Governance

The Directors recognise the importance of sound corporate governance commensurate with the size of the Group and the interests of the shareholders.

Risks

The Directors have carried out a robust assessment of the principal risks facing the Group including those that would threaten its business model, future performance, solvency or liquidity. There have been no changes to the principal risks described in the Group's annual consolidated financial statements for the period ended 31 March 2017. The Directors are of the opinion that the risks are applicable to the six month period to 30 September 2017, as well as the remaining six months of the financial year. Further detail in relation to the risks faced by the Group can be found on pages 38-41 of the Audited Consolidated Financial Statements, on the Company's website www.gloonetworks.com.

Revised Marwyn Arrangements

On 12 December 2017, the members of the board independent from Marwyn Capital LLP ("Marwyn"), being Rebecca Miskin and Arnaud de Puyfontaine (the "Independent Directors") agreed for the Company to enter into revised terms on which Marwyn provides ongoing corporate finance advice to the Company. In order to more accurately reflect the significant corporate finance resource provided on a daily basis to the Company in progressing acquisition opportunities and in light of the recent changes to the executive management team, the monthly fee payable to Marwyn was increased to £50,000 from £15,000 with effect from 1 November 2017, with the notice period reduced from 12 months to 6 months (the "Revised Terms").

The managing partners of Marwyn are Mark Brangstrup Watts and James Corsellis, who are both directors of the Company. Marwyn is therefore deemed to be a Related Party for the purposes of AIM Rule 13. The Independent Directors having consulted with the Company's Nominated Adviser, consider the Revised Terms to be fair and reasonable insofar as shareholders are concerned.

The Board will continue to monitor overall expenditure closely as it pursues the Company's platform acquisition.

Outlook

The Company received strong support from shareholders in its continuation vote at its Annual General Meeting held on 21 September 2017 as required under AIM Rule 8. During the period, the Group made encouraging progress with potential acquisition opportunities in highly attractive verticals and the Directors look forward to providing further updates to shareholders in due course.

RESPONSIBILITY REPORT

We confirm to the best of our knowledge:

· the Unaudited Interim Condensed Consolidated Financial Statements have been prepared in accordance with IAS 34, "Interim Financial Reporting"; and

· the interim management report includes a fair review of the information required by Disclosure and Transparency Rule 4.2.7R and Disclosure and Transparency Rule 4.2.8R.

Neither the Company nor the directors accept any liability to any person in relation to the half-year financial report except to the extent that such liability could arise under English law. Accordingly, any liability to a person who has demonstrated reliance on any untrue or misleading statement or omission shall be determined in accordance with section 90A and schedule 10A of the Financial Services and Markets Act 2000.

Details on the Company's Board of Directors can be found on the Company website at www.gloonetworks.com.

By order of the Board

Arnaud de Puyfontaine

Non-Executive Chairman

12 December 2017

INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

The Group's activities derive from continuing operations.

The notes on pages 9 to 16 form an integral part of these condensed consolidated financial statements.

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

The notes on pages 9 to 16 form an integral part of these condensed consolidated financial statements.

The financial statements were approved by the Board of Directors on 12 December 2017 and were signed on its behalf by:

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

The notes on pages 9 to 16 form an integral part of these condensed consolidated financial statements.

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

The notes on pages 9 to 16 form an integral part of these condensed consolidated financial statements.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL INFORMATION

Gloo Networks plc (the "Company") is a digital transformation company incorporated in England and Wales and domiciled in the United Kingdom. It is a public limited company with company number 09441537 and has its registered office at 20 Buckingham Street, London, WC2N 6EF. The Company wholly owns Gloo Networks Jersey Limited (collectively, the "Group"), which was incorporated on the formation of the Group.

2. BASIS OF PREPARATION AND CHANGES TO THE GROUP'S ACCOUNTING POLICIES

(a) Basis of preparation

The Company was incorporated on 16 February 2015.

These Interim Condensed Consolidated Financial Statements for the six months ended 30 September 2017 have been prepared in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and with IAS 34, 'Interim financial reporting', as adopted by the European Union. The Interim Condensed Consolidated Financial Statements should be read in conjunction with the annual financial statements for the year ended 31 March 2017, which have been prepared in accordance with IFRS as adopted by the European Union.

These Interim Condensed Consolidated Financial Statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts which are available on the Company's website, www.gloonetworks.com for the year ended 31 March 2017 were approved by the board of directors on 29 June 2017 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.

All comparative figures included in the Interim Condensed Consolidated Financial Statements are for the period from 1 April 2016 to 30 September 2016, or are as at 31 March 2017.

The balances for the six months ended 30 September 2016 are directly comparable to those reported for the six months ended 30 September 2017.

(b) New standards and amendments to International Financial Reporting Standards

Standards, amendments and interpretation effective and adopted by the Group:

The accounting policies adopted in the preparation of the Interim Condensed Consolidated Financial Statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the period ended 31 March 2017, which were prepared in accordance with International Financial Reporting Standards as adopted by the European Union. 

The following standards are issued but not yet effective. The Group and Company intend to adopt these standards, if applicable, when they become effective. The effects of IFRS 15 and IFRS 16 are yet to be assessed. It is not expected that any of the remaining standards will have a material impact on the Group and Company.

3. SEGMENT INFORMATION

The Board of Directors is the Group's chief operating decision-maker. As the Group had not yet made an acquisition as of 30 September 2017, the Group is organised and operates as one segment.

4. EXPENSES BY NATURE

5. LOSS PER ORDINARY SHARE

Basic earnings per ordinary share is calculated by dividing the profit attributable to equity holders of the company by the number of ordinary shares in issue during the period. Diluted earnings per share is calculated by adjusting the number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. Participation shares (refer Note 13) have not been included in the calculation of diluted earnings per share because they are antidilutive for the period presented.

6. FIXED ASSETS

7. INVESTMENTS

Principal subsidiary undertakings of the Group

The Company directly owns the whole of the issued and fully paid ordinary share capital of its subsidiary undertaking.

The principal subsidiary undertaking of the Company as at 30 September 2017 is presented below:

There are no restrictions on the Company's ability to access or use the assets and settle the liabilities of the Company's subsidiary. The Company's subsidiary has issued Participation shares to management as detailed in note 13. The subsidiary's registered office is One Waverley Place, Union Street, St Helier, JE1 1AX, Jersey.

8. OTHER RECEIVABLES

All receivables are current. There is no material difference between the book value and the fair value of the other receivables.

9. TRADE AND OTHER PAYABLES

There is no material difference between the book value and the fair value of the trade and other payables.

10. SHARE CAPITAL

On incorporation, 200 ordinary shares of £0.01 each and 49,998 preference shares of £1.00 each in the capital of the Company were issued. The ordinary shares were each issued at a premium of £1,000 per ordinary share and the preference shares were issued at nominal value. Since then, the Company has issued the following shares:

(i) 250 ordinary shares at a premium of £1,000 on 29 April 2015;

(ii) 224,995 ordinary shares at a premium of £1.19 per share on 6 July 2015;

(iii) 1 ordinary share at a premium of £1.49 on 6 July 2015;

(iv) 374,554 ordinary shares by way of bonus issue out of the Company's share premium; and

Upon the Company's admission to AIM, a further 25,000,000 ordinary shares were issued at £1.20 per share resulting in total premium on transaction of £29,750,000. Total transaction costs taken to share premium in relation to this issue of shares were £912,508.

On 6 July 2015 the holders of the redeemable preference shares signed a deed of waiver to irrevocably and unconditionally waive their rights to redeem the 49,998 redeemable preference shares of £1.00 each held by them in the Company. The financial effect of this waiver was that the redeemable preference shares were reclassified at the date of the waiver from a liability to equity as the Company was no longer under an obligation to repay the redeemable preference shares on demand from the holders. These shares were fully redeemed on admission to AIM.

The share premium account at 30 September 2017 totalled £29,551,492, (31 March 2017: £29,551,492).

All issued shares are fully paid. The holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at general meetings of the Company.

At 30 September 2017, 150 (31 March 2017: 150) Participation shares were issued as disclosed in Note 13.

11. RESERVES

The following describes the nature and purpose of each reserve within shareholders' equity:

Share premium

The amount subscribed for share capital in excess of nominal value less any costs directly attributable to the issue of new shares.

Retained earnings

Cumulative net gains and losses recognised in the Interim Condensed Consolidated Statement of Comprehensive Income.

Share-based payment reserve

The Share-based payment reserve is the cumulative amount recognised in relation to the equity settled share-based payment scheme as further described in Note 13.

12. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS

The Group has the following categories of financial instruments at the period end:

The fair value and book value of the financial assets and liabilities are equal.

The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities.

Treasury activities are managed on a Group basis under policies and procedures approved and monitored by the Board. These are designed to reduce the financial risks faced by the Group which primarily relate to movements in interest rates.

13. SHARE-BASED PAYMENTS

Implementation of share incentive plan - Participation shares

Arrangements were put in place shortly after the Company's formation to create incentives for those who are expected to make key contributions to the success of the Group. The Group's success depends upon the sourcing of attractive investment opportunities, the improvement of the target businesses, and their subsequent growth or sale to realise attractive returns for shareholders. Accordingly, an incentive scheme was created to reward key contributors to the creation of value. At the period end, a total of £106,976 (31 March 2017: £133,021) was recorded in the share-based payment reserve. This is based on a grant date fair value of £129,980 (31 March 2017: £226,200), spread over the vesting period and recognised for the period between the grant date and the reporting date. During the six months to 30 September 2017, the fair value at grant date has decreased, due to the cessation of employment of Bill Davis and Juan Lopez-Valcarcel.

Valuation of Participation shares

The Participation shares allocated pursuant to employee shareholder agreements with Gloo Networks Jersey Limited, have been accounted for in accordance with IFRS 2, "Share-Based Payments".

14. RELATED PARTY TRANSACTIONS

In the opinion of the Directors, there is no single controlling party.

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party, or the parties are under common control or influence, in making financial or operational decisions.

Mark Brangstrup Watts and James Corsellis are managing partners of Marwyn Capital LLP which provides corporate finance advice and various office and finance support services to the Company. During the period Marwyn Capital LLP was paid a total of £153,609 (30 September 2016: £150,562) (net of VAT as applicable). Marwyn Capital LLP was owed an amount of £25,495 (30 September 2016: £25,018) at the balance sheet date.

Mark Brangstrup Watts and James Corsellis are the ultimate beneficial owners of Axio Capital Solutions Limited which provides company secretarial, administrative and accounting services to the Group. During the period Axio Capital Solutions Limited charged £40,987 (30 September 2016: £42,595) in respect of services supplied. Axio Capital Solutions Limited was owed an amount of £14,678 (30 September 2016: £32,859) at the balance sheet date.

15. COMMITMENTS AND CONTINGENT LIABILITIES

There were no commitments or contingent liabilities outstanding at 30 September 2017 that require disclosure or adjustment in these financial statements.

16. POST BALANCE SHEET EVENTS

On 23 November 2017, 5 Participation shares were allocated to Tom Miller and 5 Participation shares were allocated to Kate Lucey. On 12 December 2017, 10 Participation shares were allocated to James Welsh.

On 12 December 2017, the members of the board independent from Marwyn Capital LLP ("Marwyn"), being Rebecca Miskin and Arnaud de Puyfontaine (the "Independent Directors") agreed for the Company to enter into revised terms on which Marwyn provides ongoing corporate finance advice to the Company. In order to more accurately reflect the significant corporate finance resource provided on a daily basis to the Company in progressing acquisition opportunities in light of the recent changes to the executive management team, the monthly fee payable to Marwyn was increased to £50,000 from £15,000 with effect from 1 November 2017, with the notice period reduced from 12 months to 6 months (the "Revised Terms").

The managing partners of Marwyn are Mark Brangstrup Watts and James Corsellis, who are both directors of the Company. Marwyn therefore deemed to be a Related Party for the purposes of AIM Rule 13. The Independent Directors, having consulted with the Company's Nominated Adviser, consider the Revised Terms to be fair and reasonable insofar as shareholders are concerned.

The Board will continue to monitor overall expenditure closely as it pursues the Company's platform acquisition.

There have been no material post balance sheet events that would require disclosure or adjustment to these financial statements. 

ADVISERS