Crossword Cybersecurity Plc: Placing and Subscription and Director Dealings

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.

This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of Crossword Cybersecurity plc or other evaluation of any securities of Crossword Cybersecurity plc or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

This announcement contains inside information.

8 March 2018

Crossword Cybersecurity plc

Placing and Subscription and Director Dealings

Crossword Cybersecurity Plc (NEX: CCS, “Crossword” or the “Company”), the technology commercialisation company focusing exclusively on the cyber security sector, is delighted to announce it has completed an oversubscribed placing and subscription of £2.16m.

Hybridan LLP (“Hybridan”) acting on behalf of the Company have placed 400,000 new Ordinary Shares of £0.05 per share par value in Crossword (“Ordinary Shares”) (“Placing Shares”) at a subscription price of £2.70 per Placing Share (the “Placing Price”) and the Company has procured the subscription of 400,000 new Ordinary Shares (the “Subscription Shares”) at the Placing Price (the “Subscription”). Accordingly, the Company has allotted (conditional on Admission (as defined below)) 800,000 new Ordinary Shares and raised gross proceeds totalling £2.16 million at a Placing Price of £2.70 per share.  Hybridan is acting as broker (“Broker”) to the Company in respect of the Placing.

The Company intends to use the proceeds of the Placing and Subscription to invest in:

·        expanding sales and marketing activities to accelerate sales growth;

·        developing new cybersecurity products based on university research;

·        general working capital.

The Placing and Subscription is conditional, inter alia, upon the placing agreement not having been terminated, and admission of the Placing Shares and Subscription Shares having occurred by no later than 19 March (or such time and date as Hybridan or the Company may agree, being not later than 30 March 2018). Neither the Placing nor the Subscription are being underwritten.

The Placing Shares and Subscription Shares will total approximately 800,000 new Ordinary Shares (“New Ordinary Shares”) and represent 20.1% of the enlarged share capital of the Company. The Placing Shares and Subscription Shares will rank pari passu in all respects with the existing Ordinary Shares.

As part of the Subscription, Tom Ilube, Chief Executive Officer, agreed to subscribe for 22,223 new Ordinary Shares to raise proceeds of £60,002.10 as further detailed below.

Holding prior to the
announcement of Proposed Placing and Subscription
Number of Subscription
Shares acquired pursuant to the Placing and Subscription
Immediately following
Admission of the Placing Shares and Subscription Shares to trading on NEX Exchange Growth Market (“Admission”)
Number of Ordinary
Shares
% of issued share
capital
Number
of Ordinary Shares
Number of Ordinary
Shares
% of issued share
capital
Sir
Richard Dearlove
Thomas
Ilube*
1,359,889 42.72% 22,223 1,382,112 34.70%
Dr
David Secher
26,365 0.83% 26,365 0.66%
Professor
David Stupples
5,263 0.17% 5,263 0.13%
Gordon
Matthew
Andrew
Gueritz
Ruth
Anderson

* Thomas Ilube’s shareholding prior to the Placing and Subscription is made up of 1,229,445 shares held by him personally and 130,444 held by Beaufort Nominees Limited on his behalf.

Placing Shares and Subscription Shares have been allotted (conditional on Admission) to the following substantial shareholders:

Holding prior to the
announcement of Proposed Placing and Subscription
Number of Subscription
Shares acquired pursuant to the Placing and Subscription
Immediately following
Admission of the Placing Shares and Subscription Shares
Number of Ordinary
Shares
% of issued share
capital
Number
of Ordinary Shares
Number of Ordinary
Shares
% of issued share
capital
Moulton
Goodies
289,474 9.1% 289,474 7.3%
Steven
Gee
191,815 6.0% 37,037 228,852 5.7%
Maurice
Zimmerman
178,657 5.6% 37,037 215,694 5.4%
Brenlen
Jinkens
163,158 5.1% 185,185 348,343 8.7%
John
Taysom
107,995 3.4% 18,519 126,514 3.2%
Matthew
O’Sullivan
105,263 3.3% 105,263 2.6%

SHARE CAPITAL FOLLOWING THE PLACING AND SUBSCRIPTION

Application will be made for the Placing Shares and Subscription Shares to be admitted to trading on NEX Exchange Growth Market. It is expected that Admission of the Shares will become effective and that dealings will commence in the Placing Shares and Subscription Shares by 8.00 a.m. on or around 19 March 2018.

Following admission of the Placing Shares and Subscription Shares, the Company’s enlarged issued share capital will comprise 3,983,408 Ordinary Shares of 5 pence each. The Company holds no Ordinary Shares in treasury, therefore the total number of voting rights in the Company will be 3,983,408. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in the interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.

 Tom Ilube, Crossword CEO, said:

“The Company is in a high growth phase of its development and we are delighted to receive the levels of support we have from both new and institutional investors which led to an oversubscribed placing and subscription.  This proposed funding will primarily advance the commercial roll out of our two flagship products, Rizikon and Nixer, whilst at the same time develop the rest of our portfolio of new research driven cybersecurity products from leading universities in the sector.  The Company has never been in a stronger position as we look to firmly establish ourselves as a world-renowned leader in the technology transfer field of cyber security”.

About Crossword
 
Crossword is a technology transfer company specialising in cyber security. Crossword works with universities who undertake advanced cyber security research in order to take their research through productisation to market. 
  
Further information, please contact: 
 
Tom Ilube
CEO, Crossword Cybersecurity
Tel: +44 (0) 20 8973 2350
Email: info@crosswordcybersecurity.com

NEX Corporate Advisor
Nick Michaels and Jon Isaacs, Alfred Henry Corporate Finance Limited
www.alfredhenry.com
Tel: +44 (0)203 772 0021

NEX Corporate Broker
Claire Louise Noyce – CEO, Hybridan LLP
Tel: +44 (0)203 764 2341
Email: claire.noyce@hybridan.com

Note regarding forward-looking statements:

This announcement contains certain forward looking statements relating to the Company’s future prospects, developments and business strategies. Forward looking statements are identified by their use of terms and phrases such as “targets” “estimates”, “envisages”, “believes”, “expects”, “aims”, “intends”, “plans”, “will”, “may”, “anticipates”, “would”, “could” or similar expressions or the negative of those, variations or comparable expressions, including references to assumptions.

The forward looking statements in this announcement are based on current expectations and are subject to risks and uncertainties which could cause actual results to differ materially from those expressed or implied by those statements. These forward looking statements relate only to the position as at the date of this announcement. Neither the Directors nor the Company undertake any obligation to update forward looking statements, other than as required by the NEX Exchange Growth Market Rules for Issuers or by the rules of any other applicable securities regulatory authority, whether as a result of the information, future events or otherwise. You are advised to read this announcement and the information incorporated by reference herein, in its entirety. The events described in the forward-looking statements made in this announcement may not occur.

Neither the content of the Company’s website (or any other website) nor any website accessible by hyperlinks on the Company’s website (or any other website) is incorporated in, or forms part of, this announcement.

Any person receiving this announcement is advised to exercise caution in relation to the Placing and Subscription. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.

Regulatory

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them:

The Market Abuse Regulation EU 596/2014 (“MAR”) became effective from 3 July 2016. Market soundings, as defined in MAR, were taken in respect of the Placing and Subscription with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Fundraise. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Hybridan LLP will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

– Ends –