EXERCISE OF OPTIONS

Crossword Cybersecurity plc (AIM: CCS, “Crossword”, the “Company” or the “Group”), the cyber security technology commercialisation company, has received notices exercising options to acquire 166 ordinary shares of 5p each (“Ordinary Shares”) at a price of £1.90 pence per Ordinary Share and 166 ordinary shares of 5p each (“Ordinary Shares”) at a price of £2.80 pence per Ordinary Share.

Settlement and dealings

Application will be made for the admission of 332 Ordinary Shares, pursuant to the option exercise, which rank pari passu with the Company’s existing issued Ordinary Shares, to be admitted to trading on AIM. Dealings on AIM are expected to commence at 8:00am on or around 29 April 2019 (“Admission”).

Total Voting Rights

For the purposes of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules (“DTRs”), following Admission, Crossword will have 4,680,728 Ordinary Shares in issue with voting rights attached. Crossword holds no shares in treasury. This figure of 4,680,780 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 to their interest in the Company, under the DTRs.

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Contacts

Crossword Cybersecurity plc Tel: +44 (0) 20 3953 8460

Email: info@crosswordcybersecurity.com

Tom Ilube, Chief Executive Officer
Mary Dowd, Finance Director

 

Grant Thornton (Nominated Adviser) Tel: +44 (0) 20 7383 5100
Colin Aaronson / Jamie Barklem / Samuel Rowe
Hybridan LLP (Broker) Tel: +44 (0)203 764 2341
Claire Louise Noyce

 

About Crossword Cybersecurity plc

Crossword Cybersecurity plc focuses on the development and commercialisation of university research-based cyber security related software and cyber security consulting.  The Group’s specialist cyber security product development and software engineering teams work with its university partners to develop the research concept into a fully-fledged commercial product that it will then take to market. The Group’s aim is to build up a portfolio of revenue generating, intellectual property based, cyber security products. Rizikon Assurance, Crossword’s first product, is a SaaS platform that enables medium to large companies to assess the cyber maturity and GDPR readiness of their suppliers. Crossword’s team of expert cyber security consultants leverages years of experience in national security, defence and commercial cyber intelligence and operations to provide bespoke advice tailored to its clients’ business needs.

Crossword Cybersecurity plc (AIM: CCS, “Crossword”, the “Company” or the “Group”), the cyber security technology commercialisation company, is pleased to announce its final results for the year ended 31 December 2018.  The Annual Report and Accounts for the year ended 31 December 2018, the Notice of it Annual General Meeting (“AGM”) and a Form of Proxy will be posted to shareholders shortly.

The AGM will be held on Thursday 9th May 2019 at 3.00pm at the offices of Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street, London EC3V 0HR.

A copy of the Annual Report and Accounts and the notice of AGM will be sent to shareholders shortly and are available on the Company’s website at www.crosswordcybersecurity.com.  The Company has also made an Investor Presentation which will be available on its website at  www.crosswordcybersecurity.com/aim-rule-26.

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

 

Contacts

Crossword Cybersecurity plc – Tel: +44 (0) 20 3953 8460

Email: info@crosswordcybersecurity.com

Tom Ilube, Chief Executive Officer

Mary Dowd, Finance Director

 

Grant Thornton (Nominated Adviser) – Tel: +44 (0) 20 7383 5100

Colin Aaronson / Jamie Barklem /Niall McDonald

 

Hybridan LLP (Broker) – Tel: +44 (0)203 764 2341

Claire Louise Noyce

 

About Crossword Cybersecurity plc

Crossword Cybersecurity plc focuses on the development and commercialisation of university research-based cyber security related software and cyber security consulting.  The Group’s specialist cyber security product development and software engineering teams work with its university partners to develop the research concept into a fully-fledged commercial product that it will then take to market. The Group’s aim is to build up a portfolio of revenue generating, intellectual property based, cyber security products. Rizikon Assurance, Crossword’s leading product, is a SaaS platform that enables medium to large companies to assess the cyber maturity and GDPR readiness of their suppliers. Crossword’s team of expert cyber security consultants leverages years of experience in national security, defence and commercial cyber intelligence and operations to provide bespoke advice tailored to its clients’ business needs.

 

Chairman’s Statement

The financial year ending 31 December 2018 marked a transformational year for Crossword Cybersecurity plc as we were successfully admitted to AIM, the London Stock Exchange’s growth market. In this report, I set out high level reflections on the year and on finance and governance, with the CEO’s Report that follows providing a more detailed review of the business, together with the financial and operational commentary.

Clear Strategy

Crossword has a clear strategy of building a significant intellectual property based, AIM listed cyber security business. Crossword is a technology commercialisation business focusing on cyber security. The Group develops and commercialises university research based cyber security related software and cyber security consulting.

Crossword closed the financial year with our lead product, Rizikon Assurance, having built up strong momentum with software revenue growth over 100% and a healthy sales pipeline, a good set of relationships with a range of cyber security focused universities and a fast growing specialist consulting team. The Group was successfully admitted to AIM at the end of the year, raising £2m in the process.

Management’s goals for the future are exciting and ambitious. The Board is fully supportive of Management in executing its growth plans for the business over the coming year and creating sustainable shareholder value.

Finance

During the period under review, the Board and Management have continued to adopt a robust set of financial controls. We were very pleased to welcome our new full-time Finance Director, Mary Dowd, in May 2018. With over 20 years’ experience, Mary wasted no time in reviewing and strengthening all of our financial operations and reporting and guided us smoothly through our AIM quoting.

We strengthened the Group Balance Sheet during 2018 with two funding rounds, in March and December, totalling £4.16m. I would like to thank shareholders for their continued support for Crossword’s strategy.

Strong Board and Governance

The Directors fully understand the importance of high standards of corporate governance and I refer you to the Chairman’s Corporate Governance Statement on page 17 of this report. The Board has adopted the Quoted Companies Alliance (“QCA”) Corporate Governance Code (the “QCA Code”) in line with the London Stock Exchange’s requirement for all AIM listed companies to adopt and comply with a recognised corporate governance code governance appropriate to the nature, complexity and scale of the Group. In addition, we ensure that we maintain high standard throughout the Group by operating a robust framework of controls, and more details can be found in the Director’s report. The Board believes that, to deliver our corporate strategy, generate shareholder value on a sustainable basis and safeguard all of our stakeholders’ long-term interests, effective corporate governance is essential.

Promising Outlook

The last twelve months have been very exciting for Crossword and the Board is geared up for significant growth over the coming period. The cyber security market continues to expand and there is a wealth of cyber security research for Crossword to mine. Having built a solid business over the past few years, with a strong product in the market, a dedicated sales and marketing team fully up to speed, an exceptional leadership team and a properly funded AIM listed cyber security business I believe that we can look forward to a period of significant commercial growth.

Finally, I would like to thank all our employees for their hard work and dedication, as well as our university partners, business partners, suppliers and shareholder for their continued support. With your support, we are confident that we will deliver on Crossword’s potential over the coming months and years.

 

Sir Richard Dearlove KCMG OBE

 

Chief Executive Officer’s Statement

As Chief Executive Officer, I am pleased to present the annual report and audited accounts for Crossword Cybersecurity PLC (“Crossword” or the “Company”) for the financial year ended 31 December 2018.

The past twelve months has been a period of rapid development for Crossword, the technology commercialisation company focused on cyber security, on all fronts. At the beginning of 2018, Crossword was a relatively small, NEX Growth market company with a new product, Rizikon, in the market, just beginning to transition from pure R&D to a commercial revenue generating company.  A year later, Crossword is quoted on AIM, having raised £4.16m during 2018, recruited a mature sales team, strengthened our Board and management team, built a strong product pipeline, doubled product revenue and significantly grown its consulting activities, and on the way awarded the accolade of NEX Exchange Company of the Year.

The Company’s admission to AIM in December was a major milestone on its journey, providing it with the platform that the Company needs for the next stage of growth. Crossword raised £2.16m earlier in the year (March), providing the capital to recruit the sales team and, on admission to AIM, it raised a further £2m to support continued sales and marketing activity, as well as product development.

In preparation for scaling up, Crossword was very pleased to attract two new Directors during the year. In February, Ruth Anderson joined the Board as a Non-Executive Director. Ruth is Director of Technology Risk at Lloyds Banking Group, managing Group-wide change and transformation risk. Prior to joining Lloyds Ruth was a Director in the cyber consulting group at KPMG, having previous service in intelligence in the British Army. In May, Mary Dowd took up her post as Crossword’s Finance Director, joining the Board in June. Mary has over 20 years’ experience in both start up and large companies, including as Chief Operating Officer and Chief Financial Officer of a Company with operations in London, Hong Kong, Malta, New York, Boston and San Francisco.

The Company also reviewed its office arrangements in both London and Krakow, Poland, where the Company’s dedicated software development team is based, and executed two office moves successfully, moving to more modern offices in both locations giving it capacity and flexibility to expand in the future in line with business needs.

As a technology commercialisation company, Crossword has been building up relationships with universities conducting interesting cyber security research and now has worked with or has memoranda of understanding with fourteen universities. The Company’s scientific team has identified over 1,000 cyber security projects from universities in the UK, Europe and the USA and has started an exercise of reviewing these research projects to identify ones that have promising intellectual property that Crossword believes it may be able to commercialise. Our robust project review process has assessed and is assessing projects for their potential marketability. Meanwhile, Crossword is continuing to develop the second product in its pipeline, Nixer, an application DDoS platform, and during the year the Company secured an InnovateUK grant to conduct research with Imperial College to extend Nixer’s functionality into defending against credential stuffing attacks. Nixer is expected to launch late in 2019. Additionally, a product proposal continues to be developed for Cyber AI.

As part of preparing different commercialisation options, Crossword signed a memorandum of understanding (MoU) with £1Bn market cap, main market listed IP Group, the developer of intellectual property based businesses. The MoU sets up an understanding between IP Group and Crossword to commercialise cyber security intellectual property originating from university research projects. In pooling expertise from the two Groups, the MoU creates a framework to enable detailed technical and commercial exploration of the complex opportunities academia gives rise to.

The investment in a dedicated sales and marketing team began to pay off during the year, as the pipeline for the Company’s  lead product, Rizikon Assurance, quickly built up to £1.4m of qualified opportunities across over 30 companies and some of those opportunities started to convert into contracts. As we move into 2019, the pipeline continues to grow.  Overall, product revenue doubled in FY2018 versus the previous year, with clients across a range of sectors including Health, IT Services, Nuclear & Professional Services and a number of recurring revenue deals. Notable recent client wins from the 2018 pipeline for Rizikon Assurance included Nuvia, an international engineering, project management and service provider and Kinnerton Confectionery, Britain’s largest independent manufacturer of chocolate and novelty confectionery. Significant Rizikon Assurance enhancements, expected in the second quarter of 2019, will continue to drive the growth in pipeline and subsequent revenue, with anticipated increase in ticket price.  In parallel, Crossword’s consulting business, with its mix of blue-chip cyber risk consultants and technical cyber security experts, went from strength to strength, working for a range of clients in industries such as financial services, aviation, professional services and energy. Our consulting business offers consulting, advice and testing, to companies who are looking to increase their cybersecurity resilience, along with consulting support to Crossword Cybersecurity plc’s product implementation.

In prior years, Crossword had helped create two new ventures, CyberOwl Ltd and ByzGen Ltd, to commercialise intellectual property originating from or created in cooperation with Coventry University and the University of Warwick respectively, and both of these companies were successful in raising additional investment during 2018. ByzGen raised an additional £1.5m in 2018, bringing the total amount raised to £2m. CyberOwl secured an additional £1m. Crossword has commercial revenue generating relationships, royalty arrangements or equity stakes with both of these companies.

The outlook for Crossword is positive. A recent Government report estimated that the UK cyber security sector’s total revenue was £5.7Bn as at FY 2015/16 and it has continued growing since then. Crossword estimates that the potential addressable market for Rizikon Assurance alone is £300m per annum across 10,000 companies. Over the coming year, the Company intends to focus on sales and marketing activity across product and consulting, to drive up revenue rapidly.

Crossword’s success is a direct function of the commitment and skill of our staff and the support of our customers and university partners. I would like to take this opportunity to thank everyone who has enables us to achieve fantastic results this year, as we prepare for the next stage of our growth journey.

 

Tom Ilube CBE

Chief Executive Officer

 

Financial Statements

Consolidated Statement of Comprehensive Income 12 Months ended 31st December 12 Months ended 31st December
Notes 2018 2017
£ £
Revenue 2     1,067,609      736,546
Cost of Sales    (1,013,521)  (1,062,350)
Gross Profit (Loss)         54,088     (325,804)
Other operating income-research & development tax credits 192,149 97,716
Administrative expenses    (2,335,228)     (956,126)
Share based payments        (45,751)       (50,875)
Finance income-bank interest receivable           3,727            976
Finance costs-other interest payable          (1,237)         (1,402)
Loss for the year/period before taxation    (2,132,252)  (1,235,515)
Tax expense          (8,052)         (4,730)
Loss for the Year / Period    (2,140,304)  (1,240,245)
Other Comprehensive Income
Items that may be reclassified to profit or loss:
Foreign Exchange Translation Gain (Loss)        (13,542)          4,265
Total Comprehensive Loss    (2,153,846)  (1,235,980)
Earnings Per Share            (0.55)          (0.39)
All results are derived from continuing operations
 

 

Statement of Financial Position as at 31 December

Group Company Group Company
  2018 2018 2017 2017
£ £ £ £
Non-Current Assets  
Tangible assets 12,066 4,583 12,408               –
Intangible assets                –              –               –               –
Investments in other unlisted investment & subsidiary 31 11,048 31 1,048
Total non-current assets   12,097 15,631 12,439 1,048
Current Assets  
Trade and other receivables 559,387 848,204 175,580 447,503
Cash and cash equivalents 2,222,706 2,213,071 490,090 463,603
Total current assets 2,782,093 3,061,276 665,670 911,106
TOTAL ASSETS 2,794,190 3,076,907 678,109 912,154
EQUITY
Attributable to the owners of the Company
Share Capital 234,022 234,022 159,173 159,173
Share premium account 7,513,906 7,513,906 3,555,522 3,555,522
Other reserves 96,626 77,101 50,875        50,875
Retained earnings    (5,327,370)  (4,999,370)  (3,187,066)  (2,947,789)
Translation of foreign operations          (6,013)              – 7,529               –
Total equity   2,511,172 2,825,659 586,033 817,781
LIABILITIES  
Current Liabilities  
Trade and other payables 283,018 251,248 92,076 94,373
Total current liabilities 283,018 251,248 92,076 94,373
Total Liabilities 283,018 251,248 92,076 94,373
Total Equity & Liabilities 2,794,190 3,076,907 678,109 912,154
Statement of Changes in Equity Group Company Group Company
As At 2018 2018 2017 2017
Share Capital £ £ £ £
At 1st January 159,173 159,173 156,015 156,015
Issue of shares 74,849 74,849 3,158 3,158
At 31st December 234,022 234,022 159,173 159,173
Share Premium
At 1st January 3,555,522 3,555,522 3,413,416 3,413,416
Issue of shares 3,958,384 3,958,384 142,106 142,106
At 31st December 7,513,906 7,513,906 3,555,522 3,555,522
Equity Reserve
At 1st January 50,875        50,875               –               –
 Employee share schemes – value of employee services 45,751        26,226 50,875        50,875
At 31st December 96,626        77,101 50,875        50,875
Retained Earnings
At 1st January    (3,187,066)  (2,947,789)  (1,946,821)  (1,975,150)
Total Comprehensive loss for the period    (2,140,304)  (2,051,581)  (1,240,245)     (972,639)
At 31st December    (5,327,370)  (4,999,370)  (3,187,066)  (2,947,789)
Translation of Foreign Operations
At 1st January           7,529              –          3,264               –
Translation of Foreign Operations        (13,542)              –          4,265               –
At 31st December          (6,013)              – 7,529               –
Total
At 1st January        586,033      817,781   1,625,874   1,594,281
Total Comprehensive loss for the Period    (2,153,846)  (2,051,581)  (1,235,980)     (972,639)
Issue of shares     4,033,233   4,033,233      145,264      145,264
Share based Payments 45,751 26,226 50,875 50,875
At 31st December 2,511,172 2,825,659      586,033      817,781
Consolidated Statement of Cashflows 12 Months ended 31st December 12 Months ended 31st December
Years Notes 2018 2017
Cashflows From Operating Activities £ £
Loss for the year / period    (2,140,304)  (1,240,245)
Movement in trade and other receivables       (383,807)          2,574
Movement in trade and other payables        190,942       (12,004)
Depreciation and amortisation 5,592 5,474
Non cash employee benefits 45,751 50,875
Net Cashflow from Operating Activities    (2,281,826)  (1,193,326)
Cashflow From Investing Activities
Purchase of tangible assets          (5,250)       (15,657)
Purchase of shares in other unlisted investment                –               –
Net Cashflow from Investing Activities          (5,250)       (15,657)
Cashflows From Financing Activities
Proceeds from issue of ordinary shares 4,033,233 145,264
Net Cash Inflow from Financing Activities 4,033,233 145,264
Net Increase in Cash & Cash Equivalents     1,746,158  (1,063,719)
Foreign Currency Translation Difference        (13,542) 4,903
Cash and Cash Equivalent at the beginning of the period 490,090 1,548,906
Cash and Cash Equivalent at the end of the period 2,222,706 490,090

 

Notes to the Financial Information                             

1          Accounting Policies

 

1.1       The group and its operations

Crossword Cybersecurity plc (the “Company”) is a company incorporated on 6 March 2014 in the United Kingdom under the Companies Act 2006. The Company is the parent company of the Crossword group of Companies focusing on the cybersecurity sector.  The principle activities are the development and commercialisation of university research-based cyber security related software and cybersecurity consulting.

The financial information includes the results of the Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”.

The principal accounting policies applied in the preparation of the financial information are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

 

1.2       Basis of preparation of financial information

The financial information has been prepared in accordance with the requirements of the London Stock Exchange plc AIM Rules for Companies and in accordance with International Financial Reporting Standards (“IFRS”) and IFRS Interpretations Committee (“IFRS IC”) interpretations as adopted by the European Union and the Companies Act 2006 applicable to companies reporting under IFRS.

The financial information has been prepared on the historical cost. The preparation of financial information in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. Changes in assumptions may have a significant impact on the financial information in the year the assumptions changed. Management believes that the underlying assumptions are appropriate. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial information are disclosed in note 1.16.

 

Changes in accounting policy and disclosures

The Group has adopted the following new and amended IFRSs from 1 January 2018 prospectively in the consolidated financial information. There has not been a material impact to the Group when adopting these new and amended IFRSs:

IFRS9 – Financial Instruments; Classification and measurement, applicable for financial years beginning on/after 1January 2018

IFRS15 – Revenue from contracts with customers, applicable for financial years beginning on/after 1 January 2018.

 

IFRS 9 Financial instruments

The Group adopted IFRS 9 Financial Instruments as issued by the IASB in July 2014 with a date of transition of 1 January 2018, which resulted in no adjustments to the carrying value of financial assets and liabilities at the date of transition.

 

IFRS 15 Revenue from Contracts with Customers

IFRS 15 Revenue from Contracts with Customers was issued in 2014 and was endorsed by the EU in 2016. IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognised. It replaces existing revenue recognition guidance, including IAS 18 Revenue.

IFRS 15 provides a single, principles-based five-step model to be applied to all contracts with Customers:

1) identify the contract with the Customer;

2) identify the performance obligations in the contract, introducing the new concept of “distinct”;

3) determining the transaction price;

4) allocating the transaction price to the performance obligations in the contracts, on a relative stand-alone selling price basis; and

5) recognise revenue when (or as) the entity satisfies its performance obligation.

IFRS 15 also introduces new guidance on, amongst other areas, combining contracts, discounts, variable consideration and contract modifications. It requires that certain costs incurred in obtaining and fulfilling customer contracts be deferred on the balance sheet and amortised over the period an entity expects to benefit from the customer relationship.

Management has conducted a detailed analysis of the impact of IFRS 15 on the Group which has shown that the recognition of revenue will be consistent with the transfer of risks and rewards to the customer under IAS 18. Management have concluded following this assessment that the implementation of IFRS 15 has not resulted in any impact to revenue in the Group’s consolidated financial information.

The following standards and interpretations were issued by the IASB and IFRS IC but have not been adopted either because they were not endorsed by the EU at 30 June 2018 or they are not yet mandatory and the Group has not chosen to early adopt.

 

IFRS16 –  Leases, applicable for financial years beginning on/after 1 January 2019

IFRS 16 replaces IAS 17 Leases and will primarily change lease accounting, with lessor accounting under IFRS 16 expected to be similar to lessor accounting under IAS 17. Lessee accounting under IFRS 16 will be similar in many respects to IAS 17 accounting for finance leases, but is expected to be substantively different to existing accounting for operating leases.

Where a contract meets IFRS 16’s definition of a lease and the Group acts as a lessee, lease agreements will give rise to the recognition of a non-current asset representing the right to use the leased item, and a loan obligation for future lease payables on the Group’s balance sheet.

Lease costs will be recognised in the form of depreciation of the right-of-use asset and interest on the lease liability, which may impact the phasing of operating profit and profit before tax, compared to existing cost profiles and presentation in the income statement, and will also impact the classification of associated cash flows.

The impact of IFRS 16—Leases will require the Group to record its current property leases and qualifying technology contracts on the balance sheet giving rise to a right to use asset and a corresponding lease obligation. The leases impacted are currently treated as operating expenses. The change in recognition is expected to increase depreciation charges and lead to a reduction in lease costs in the income statement. Future commitments of the Group’s two commitments under current operating leases are outlined in note 12 which gives some indication of the impact on the Group going forward, however, as IFRS 16 is effective for the first time for the financial year commencing 1 January 2019, a full assessment of the standard has not yet been made but it is expected that the standard will not have a material impact on the future results of the Group.

 

Other standards and interpretations yet to be adopted include:

IFRS 17 ‘Insurance Contracts’

Amendments to IFRS 2 ‘Share Based Payments

Amendments to IFRS 11 ‘Accounting for Acquisition of Interests in Joint Operation’

Amendments to IFRS 9 ‘Prepayment Features with Negative Compensation’

Amendments to IAS 40 ‘Transfer of Investment Property’

And are not expected to have a material impact of the future results of the Group.

 

1.3       Going Concern

The financial information have been prepared on a going concern basis which the directors believe to be appropriate as the Group have sufficient funds to finance its operations for the next 12 months from the approval of this financial information.

 

1.4       Basis of consolidation

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. Control exists when then the Group has the power, directly or indirectly ,to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group.

All intra-group transactions balances income and expenses are eliminated on consolidation. Uniform accounting policies are applied by the Group entities to ensure consistency.

 

1.5       Revenue

Revenue comprises the fair value of consideration received or receivable for licence income and the rendering of services in the ordinary course of the Group’s activities. Revenue is shown net of value added tax and trade discounts. Income is reported as follows:

(a) Licence income

Technology and product licensing revenue represents amounts earned for licenses granted under licensing agreements, including up-front payments. Revenues relating to up-front payments are recognised when the obligations related to the revenues have been completed.

Revenues for maintenance and support services are recognised in the accounting periods in which the services are rendered.

(b) Rendering of Services

Services relate to implementation and deployment fees for the technology and products licensed to customers. Revenue is recognised in the accounting periods in which the services are rendered.

 

1.6       Functional and presentation currency

The presentation currency of the Group is pounds sterling (GBP). The functional currency of the Company is pounds sterling. The functional currency of the Company’s polish subsidiary is Polish Zloty (PLN)

 

1.7       Foreign currency transactions

Transactions in foreign currencies are translated to GBP at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to GBP at the exchange rate at that date.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to GBP at the exchange rate at the date that the fair value was determined.

Foreign exchange differences arising on translation are recognised in the statement of comprehensive income.

On consolidation, the assets and liabilities of foreign operations are translated into GBP at the rate of exchange at the reporting date. Their statements of profit or loss are transacted at exchange rates at the dates of transaction.

The exchange differences arising upon consolidation on retranslation from a functional currency other than GBP are recognised as a separate component of equity

 

1.8       Property, plant and equipment

Property, plant and equipment is stated at purchase price less accumulated depreciation and impairment losses. The cost includes all expenses directly related to the purchase of a relevant asset.

All other repair and maintenance costs are charged to the income statement for the period during the reporting period in which they are incurred.

 

1.9       Depreciation

Each item of property, plant and equipment is depreciated using the straight line method over the estimated useful life and depreciation charge is included in the income statement for the period.

The depreciation is charged to the income statement for the period and determined using the straight line method over the estimated useful life of the item of property, plant and equipment.

The expected useful lives of property, plant and equipment in the reporting and comparative periods are as follows:

 

Useful lives in years

Computers        3.33

Furniture & fittings         3.33

 

1.10      Impairment of non-financial assets

The residual value of an asset is the estimated amount that the Group would currently obtain from disposal of the asset less the estimated costs of disposal, if the asset was already of the age and in the condition expected at the end of its physical life.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. Items costing less than £2,000 per individual asset are written off in the period of acquisition.

At the end of each reporting period management assesses whether the indicators of impairment of property, plant and equipment exists.

The carrying amounts of property, plant and equipment and all other non-financial assets are reviewed for impairment if there is any indication that the carrying amount may not be recoverable.

For the purpose of impairment testing the recoverable amount is measured by reference to the higher of value in use

(being the net present value of expected future cashflows of a relevant cash generating unit) and fair value less costs to sell

(the amount obtainable from the sale of an asset or cash generating unit in an arm’s length transaction between knowledgeable, willing parties who are independent from each other less the costs of disposal)

Where there is no binding sale agreement or active market, fair value less costs to sell is based on the best information available to reflect the amount the group would receive for the cash generating unit.

A cash generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

If the carrying amount of the asset exceeds its recoverable amount, the asset is impaired and an impairment loss is charged to the income statement so as to reduce the carrying amount in the statement of financial position to its recoverable amount.

A previously recognised impairment loss is reversed if the recoverable amount increases as a result of a reversal of the conditions that originally resulted in the impairment.

This reversal is recognised in profit or loss for the period and is limited to the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised in prior years.

 

1.11      Financial Instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in the statement of comprehensive income.

All financial instruments are classified in accordance with the principles of IFRS 9 Financial Instruments.

1.11a

Financial Assets

Classification of financial assets

Debt instruments that meet the following conditions are subsequently measured at amortised cost:

 

Debt instruments that meet the following conditions are subsequently measured at FVTOCI:

By default, all other financial assets are subsequently measured at FVTPL.

 

Amortised cost and effective interest method

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period.

For financial instruments other than purchased or originated credit-impaired financial assets, the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period to the gross carrying amount of the debt instrument on initial recognition. For purchased or originated credit-impaired financial assets, a credit-adjusted effective interest rate is calculated by discounting the estimated future cash flows, including expected credit losses, to the amortised cost of the debt instrument on initial recognition.

The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. On the other hand, the gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.

 

Impairment of financial assets

The Company recognises a loss allowance for expected credit losses on financial assets that are measured at amortised cost. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

 

Expected credit loss measurement

IFRS 9 outlines a ‘three-stage’ model for impairment based on changes in credit quality since initial recognition as summarised below:

1.11b

Financial liabilities and equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.

 

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company entity are recognised at the proceeds received, net of direct issue costs.

 

Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest method or at “”Fair Value Through Profit or Loss”” (“”FVTPL””).

 

Financial liabilities at FVPL

Financial liabilities are classified as at FVTPL when the financial liability is 1) contingent consideration of an acquirer in a business combination to which IFRS 3 applies, 2) held for trading, or 3) it is designated as at FVTPL.

Financial liabilities subsequently measured at amortised cost

Financial liabilities that are not 1) contingent consideration of an acquirer in a business combination, 2) held-for-trading, or 3) designated as at FVTPL, are subsequently measured at amortised cost using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.

 

Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in the statement of comprehensive income.

 

1.12      The Group could be exposed to risks that arise from its use of financial instruments.

Risks in relation to financial assets include:

-1.12.1  Market risk

Market risk covers foreign exchange risk, price risk and interest rate risk.

As the majority of the Group’s transactions are either in Sterling or in Polish Zloty the Group considers its exposure to foreign exchange risk to be minimal.

There are no derivatives and hedging instruments.

The Group is not exposed to price risk given that no securities are held under financial assets

The Group is not exposed to interest rate or cash flow risk due to the fact that the Group has no borrowing or complex financial instruments.

-1.12.2 Credit risk

Credit risk is considered to be the risk of financial loss incurred by the Group in the event that a customer or counterparty to an asset fails to meet contractual obligations.

The Group does not consider credit risk to be significant given the type of services it provides.

-1.12.3 Liquidity risk

Management monitor rolling forecasts of the Group’s liquidity reserves, cash and cash equivalents on the basis of expected cash flows and therefore monitors liquidity risk sufficiently.

 

1.13      Research and development

Research and development expenditure is written off as incurred.

 

1.14      Taxes

Income Taxes include all taxes based upon the taxable profits of all Group companies. Other taxes not based on income such as property and capital taxes are included within operating expenses or financial expenses according to their nature.

Deferred income tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial information.

Deferred income tax assets relating to the carry-forward of unused tax losses are recognised to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilised.

Current and deferred income tax assets are offset when the income taxes are levied by the same taxation authority and when there is a legally enforceable right to offset them.

 

1.15      Share Based Payments

On occasion, the Company has made share-based payments to certain Directors and employees by way of issue of share options. The fair value of these payments is calculated by the Company using the binomial option valuation model.

The expense, where material, is recognised on a straight-line basis over the period from the date of award to the date of vesting, based on the company’s best estimate of the number of shares that will eventually vest.

 

1.16      Capital management

The Group considers its capital to comprise of its equity share capital, share premium, foreign exchange reserve, share options reserve and capital redemption reserve, less its accumulated losses. Quantitative detail is shown in the consolidated statement of changes in equity.

The directors’ objective when managing capital is to safeguard the Group’s ability to continue as a going concern in order to provide returns for the shareholder and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

The directors monitor a number of KPIs at both the Group and individual subsidiary level on a monthly basis. As part of the budgetary process, targets are set with respect to operating expenses in order to effectively manage the activities of the Group. Performance is reviewed on a regular basis and appropriate actions are taken as required. These internal measures indicate the performance of the business against budget/forecast and to confirm that the Group has adequate resources to meet its working capital requirements.

 

1.17      Critical accounting estimates and judgements and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The following are the key estimates that the directors have made in the process of applying the Group’s accounting policies and have the most significant effect on the amounts recognised in the financial information. There are no further critical accounting judgements.

Going concern

The Group’s business model is being developed and its operations have incurred a net loss in each period reported within this Financial Information whilst the Group’s products and services are bought to market. Operations have been supported by cash flow from customers and issue of Equity such that the directors believe it is appropriate to adopt the going concern basis of preparation.

The directors have considered the group’s future and forecast business and cash requirements and have determined that the current cash resource is sufficient to enable the group’s going concern for a period of twelve months from the date of approval of these financial information

Estimated impairment of assets

The Group tests annually whether goodwill has suffered any impairment. All other assets are tested for impairment where there are indicators of impairment.

The recoverable amount of cash generating units have been determined based on value in use calculations. The use of this method requires the estimate of future cash flows expected to arise from the continuing operation of the cash generating unit and the choice of a suitable discount rate in order to calculate the present value. Actual outcomes could vary significantly from these estimates. The estimates used are shown in note 8.

Fair value of options granted to employees

The Group uses a combination of the Black-Scholes model and Binomial model in determining the fair value of options granted to employees under the Group’s various share schemes. The determination of the fair value of options requires a number of assumptions. The alteration of these assumptions may impact charges to the income statement over the vesting period of the award. Details of the assumptions used are shown in note 4.

 

1.18      Investments

Shares in subsidiary undertakings are stated at cost less provision for impairment. Provision is made against investments where diminution in value is considered to be permanent

 

2          Revenue and segmental information                          

An analysis of the Group’s revenue for each period for its continuing operations, is as follows:

 

 

 

£

Group Company Group Company
  2018 2018 2017 2017
£ £ £ £
Revenue from the sale of goods/licenses 66,373 66,373 26,900               ——26,900
Revenue from the rendering of services related to goods/licenses      30,336                         —-30,336                —-141,554               —–141,554
Revenue from development services 402,227 402,227 267,030 267,030
Revenue from Consulting 568,673 301,062
Total Revenue   1,067,609 498,936 736,546 435,484

 

The IFRS 8 Operating segments requires the Group to determine its operating segments based on information which is provided internally. Based on the internal reporting information and management structures within the Group, it has been determined that there are two geographic operating segments (UK and Poland) supported by one centralised cost segment (UK and Poland) and one revenue segment (UK). Reporting on this basis is reviewed by the Board of directors which is the chief operating decision-maker and is responsible for the strategic decision-making of the Group.

No analysis of net assets by geographic segment is provided as the net assets are principally all within the UK.

 

3          Earnings & Diluted Earnings per share                                  

Earnings per share is calculated by dividing the loss for the period attributable to ordinary equity shareholders of the parent by the weighted average number of ordinary shares outstanding during the year.

During the year the calculation was based on the loss for the year of £2,132,252 (2017: £1,235,515) divided by the weighted average number of ordinary shares of 3,853,254 (2017: 3,158,318).

Diluted earnings per share is calculated by dividing the loss of the year by the weighted average number of ordinary shares outstanding during the year plus unexercised share based payments. The weighted average number of ordinary shares used in the calculation of diluted earnings per share was 4,725,481 (2017: 3,277,481).

 

4          Related Party Transactions    

 

2018 2017
CyberOwl Limited – Crossword Cybersecurity plc has an investment in CyberOwl Limited
 

Tom Ilube is an Non Executive Director of CyberOwl Limited

Percentage Holding 9.88% 11.069%
Revenue from development services £ 165,806 153,222
Balance Outstanding £ 15,960 14,340
Byzgen Limited – Crossword Cybersecurity has a licencing agreement with Byzgen Limited
 

Tom Ilube is an Non Executive Director of Byzgen Limited

Revenue from development services and licence agreement £ 236,421 113,808
Balance Outstanding £ 18,656 20,768

 

 

2018 2017
Subsidiary Transactions
Crossword Cybersecurity Limited
Services received from £ 47,802
Balance payable to £ 5,380
Services supplied to £ 147,153 45,121
Balance Due from £ 68,351 20,971

 

Crossword Cybersecurity SP Z.o.o
Services received from £ 551,198 335,256
Balance payable to £ 45,149 30,441
Services supplied to £
Balance Due from £

Crossword Cybersecurity plc (AIM: CCS, “Crossword”, the “Company” or the “Group”), the cyber security technology commercialisation company, will be announcing its final results for the year ended 31 December 2018 on Monday, 15 April 2019.

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

 

Contacts 

Crossword Cybersecurity plc – Tel: +44 (0) 20 3953 8460

Email: info@crosswordcybersecurity.com

Tom Ilube, Chief Executive Officer

Mary Dowd, Finance Director

 

Grant Thornton (Nominated Adviser) – Tel: +44 (0) 20 7383 5100

Colin Aaronson / Jamie Barklem /Niall McDonald

 

Hybridan LLP (Broker) – Tel: +44 (0)203 764 2341

Claire Louise Noyce

 

About Crossword Cybersecurity plc

Crossword Cybersecurity plc focuses on the development and commercialisation of university research-based cyber security related software and cyber security consulting.  The Group’s specialist cyber security product development and software engineering teams work with its university partners to develop the research concept into a fully-fledged commercial product that it will then take to market. The Group’s aim is to build up a portfolio of revenue generating, intellectual property based, cyber security products. Rizikon Assurance, Crossword’s leading product, is a SaaS platform that enables medium to large companies to assess the cyber maturity and GDPR readiness of their suppliers. Crossword’s team of expert cyber security consultants leverages years of experience in national security, defence and commercial cyber intelligence and operations to provide bespoke advice tailored to its clients’ business needs.

 

Crossword Cybersecurity plc (AIM: CCS, “Crossword”, the “Company” or the “Group”), the technology commercialisation company focusing exclusively on the cyber security sector, is pleased to announce that it has signed an agreement with Nuvia Limited (“Nuvia”) for the use of Crossword’s secure Third-party Assurance platform, Rizikon Assurance.

 

Nuvia is an international engineering, project management and service provider.  In the UK and internationally, they have been at the forefront of the nuclear industry and have developed a reputation for safe, high quality delivery.  Their operations include; turn-key design and build, consultancy, waste management, land remediation, decommissioning and radiation protection.

Nuvia benefits from being part of Soletanche Freyssinet, a world leader in specialised civil and geotechnical engineering, and a wholly owned subsidiary of VINCI, the world’s largest integrated concessions and construction group.

 

Rizikon Assurance is a secure, encrypted portal used by organisations to assure their third parties and suppliers.  It contains standard questionnaires on subjects such as cyber security, GDPR, supplier on-boarding, modern slavery and anti-bribery & corruption, and also supports the customer’s own question sets and scoring approaches.  It improves the scalability, security and auditability of third party assurance and due diligence via automation, centralisation and encryption.

 

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Contacts

Crossword Cybersecurity plc – Tel: +44 (0) 20 3953 8460

Email: info@crosswordcybersecurity.com

Tom Ilube, Chief Executive Officer

Mary Dowd, Finance Director

Grant Thornton (Nominated Adviser) – Tel: +44 (0) 20 7383 5100

Colin Aaronson / Jamie Barklem /Niall McDonald

Hybridan LLP (Broker) – Tel: +44 (0)203 764 2341

Claire Louise Noyce

About Crossword Cybersecurity plc

Crossword Cybersecurity plc focuses on the development and commercialisation of university research-based cyber security related software and cyber security consulting.  The Group’s specialist cyber security product development and software engineering teams work with its university partners to develop the research concept into a fully-fledged commercial product that it will then take to market. The Group’s aim is to build up a portfolio of revenue generating, intellectual property based, cyber security products. Rizikon Assurance, Crossword’s leading product, is a SaaS platform that enables medium to large companies to assess the cyber maturity and GDPR readiness of their suppliers. Crossword’s team of expert cyber security consultants leverages years of experience in national security, defence and commercial cyber intelligence and operations to provide bespoke advice tailored to its clients’ business needs.

Crossword Cybersecurity plc (AIM: CCS, “Crossword”, the “Company” or the “Group”), the technology commercialisation company focusing exclusively on the cyber security sector, is pleased to announce that it expects to report results in line with market expectations for the Financial Year ended 31 December 2018, in early April 2019.

Crossword expects to report revenue growth of 45%, with software related revenue increasing by more than 100%.  A number of recurring revenue contracts for Rizikon Assurance, Crossword’s Third Party Assurance Saas product, were secured towards the end of 2018 and early in 2019 in industry sectors including Health, IT Services, Nuclear & Professional Services, confirming management’s confidence in the strength of the pipeline which has been building since mid-2018.

Tom Ilube, CEO of Crossword, commented,

“2018 was another productive year for Crossword, culminating in our admission to AIM on 14 December, where we raised £2m.  The investment will help to continue to grow and convert the Group’s current pipeline of £1.4 million which stretches over 30 companies in a wide range of sectors. We are well positioned to deliver a year of strong revenue growth.   

Our in depth understanding of what’s happening in academic cyber security research, alongside our current and developing relationships with research intensive European university partners, means Crossword is well placed to identify promising cyber security intellectual property (IP) from research, that our industry partners tell us meets emerging real-world challenges.” 

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Contacts

Crossword Cybersecurity plc – Tel: +44 (0) 20 8973 8460
Email: info@crosswordcybersecurity.com
Tom Ilube, Chief Executive Officer
Mary Dowd, Finance Director

Grant Thornton (Nominated Adviser) – Tel: +44 (0) 20 7383 5100
Colin Aaronson / Jamie Barklem /Niall McDonald

Hybridan LLP (Broker) – Tel: +44 (0)203 764 2341
Claire Louise Noyce

About Crossword Cybersecurity plc

Crossword Cybersecurity plc focuses on the development and commercialisation of university research-based cyber security related software and cyber security consulting.  The Group’s specialist cyber security product development and software engineering teams work with its university partners to develop the research concept into a fully-fledged commercial product that it will then take to market. The Group’s aim is to build up a portfolio of revenue generating, intellectual property based, cyber security products. Rizikon Assurance, Crossword’s leading product, is a SaaS platform that enables medium to large companies to assess the cyber maturity and GDPR readiness of their suppliers. Crossword’s team of expert cyber security consultants leverages years of experience in national security, defence and commercial cyber intelligence and operations to provide bespoke advice tailored to its clients’ business needs.

Crossword Cybersecurity plc (AIM: CCS, “Crossword”, the “Company” or the “Group”), the technology and consulting company focusing on the cyber security sector, has received a notice exercising options to acquire 666 ordinary shares of 5p each (“Ordinary Shares”) at a price of £1.90 pence per Ordinary Share.

Settlement and dealings

Application will be made for the admission of 666 Ordinary Shares, pursuant to the option exercise, which rank pari passu with the Company’s existing issued Ordinary Shares, to be admitted to trading on AIM. Dealings on AIM are expected to commence at 8:00am on or around 4 January 2019 (“Admission”).

Total Voting Rights

For the purposes of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules (“DTRs”), following Admission, Crossword will have 4,680,396 Ordinary Shares in issue with voting rights attached. Crossword holds no shares in treasury. This figure of 4,680,396 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 to their interest in the Company, under the DTRs.

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Contacts

Crossword Cybersecurity plc – Tel: +44 (0) 20 8973 2350
Email: info@crosswordcybersecurity.com

Tom Ilube, Chief Executive Officer

Mary Dowd, Finance Director

 

Grant Thornton (Nominated Advisor) – Tel: +44 (0) 20 7383 5100

Colin Aaronson / Jamie Barklem / Samuel Rowe

 

Hybridan LLP (Broker) – Tel: +44 (0) 20 3764 2341

Claire Louise Noyce

 

About Crossword Cybersecurity plc

Crossword Cybersecurity plc focuses on the development and commercialisation of university research-based cyber security related software and cyber security consulting.  The Group’s specialist cyber security product development and software engineering teams work with its university partners to develop the research concept into a fully-fledged commercial product that it will then take to market. The Group’s aim is to build up a portfolio of revenue generating, intellectual property based, cyber security products. Rizikon Assurance, Crossword’s first product, is a SaaS platform that enables medium to large companies to assess the cyber maturity and GDPR readiness of their suppliers. Crossword’s team of expert cyber security consultants leverages years of experience in national security, defence and commercial cyber intelligence and operations to provide bespoke advice tailored to its clients’ business needs.

TR-1: Standard form for notification of major holdings

Crossword Cybersecurity plc (AIM: CCS, “Crossword”, the “Company” or the “Group”), the technology and consulting company focusing on the cyber security sector, is pleased to announce that following the cancellation of its shares from trading on NEX yesterday, Admission of the Company’s Shares to trading on AIM will take place at 8.00 a.m. today, 14 December 2018 (“Admission”). Dealings will commence under the ticker “CCS” and the Company’s ISIN is GB00BPFJXS57 and its SEDOL is BYX0M86.

On Admission, the Company will have a market capitalisation of approximately £13.6 million, following a successful placing and subscription of approximately £2.0 million before expenses (the “Fundraise”). The net proceeds of the Fundraise will principally be used to further develop the Group’s operations and to support existing and future contracts.

Following Admission, the total number of Ordinary Shares in the Company in issue will be 4,679,730; each with equal voting rights. The total voting rights figure can be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change of their interest in, the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

The Company’s admission document, together with further details of the Company can be found on the Company’s website: www.crosswordcybersecurity.com

Tom Ilube, Crossword’s CEO, said:

“I am delighted that Crossword has reached this important milestone and I would like to thank Crossword’s existing and new shareholders for their continued support as the Company continues to grow. AIM is an excellent platform for Crossword to achieve its ambitious growth plans over the coming years.”

Contacts

Crossword Cybersecurity Plc – Tel: +44 (0) 20 8973 2350
– Email: info@crosswordcybersecurity.com

Tom Ilube, Chief Executive Officer

Mary Dowd, Finance Director

Grant Thornton (Nominated Adviser) – Tel: +44 (0) 20 7383 5100

Colin Aaronson / Jamie Barklem / Samuel Rowe

Hybridan LLP (Broker) – Tel: +44 (0) 203 764 2341

Claire Louise Noyce

 

About Crossword Cybersecurity plc

Crossword Cybersecurity plc focuses on the development and commercialisation of university research-based cyber security related software and cyber security consulting.  The Group’s specialist cyber security product development and software engineering teams work with its university partners to develop the research concept into a fully-fledged commercial product that it will then take to market. The Group’s aim is to build up a portfolio of revenue generating, intellectual property based, cyber security products. Rizikon Assurance, Crossword’s first product, is a SaaS platform that enables medium to large companies to assess the cyber maturity and GDPR readiness of their suppliers. Crossword’s team of expert cyber security consultants leverages years of experience in national security, defence and commercial cyber intelligence and operations to provide bespoke advice tailored to its clients’ business needs.

Please click below to view the Schedule 1 Update.

Schedule 1 Update

Crossword Cybersecurity Plc (NEX:CCS, “Crossword” the “Company” or the “Group”) is pleased to announce that it has successfully raised £2 million before expenses by way of a placing and subscription for shares (the “New Shares”), the net proceeds of which will be used to further develop the Group’s operations and to support existing and future contracts (the “Fundraise”).

The Fundraise is conditional on, amongst other things, admission of the Company’s existing ordinary shares (“Ordinary Shares”) and the New Shares to trading on AIM (“Admission”). Admission is expected to occur on Friday 14 December 2018.

Consequently, the Company will withdraw its Ordinary Shares from trading on the NEX Exchange Growth Market as at the close of business on Thursday 13 December 2018.

The directors of the Company accept responsibility for the contents of this announcement.

 

For further information, please contact:

 

Tom Ilube – CEO
Crossword Cybersecurity Plc
www.crosswordcybersecurity.com
Tel: +44 208 973 2350
Email: info@crosswordcybersecurity.com
Twitter: @crosswordcyber

NEX Exchange Corporate Advisor
Nick Michaels and Jon Isaacs Alfred Henry Corporate Finance Limited
www.alfredhenry.com
Tel: +44 207 251 3762

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

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.

 

–  ENDS  –

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES (“AIM RULES”)
 
COMPANY NAME:
Crossword Cybersecurity plc
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :
Registered Office

6th Floor, 60 Gracechurch Street

London EC3V 0HR

 

Principal Trading Office

1st Floor, Midmoor House,

1-2 Kew Road,

Richmond Upon Thames TW9 2NQ

 

COUNTRY OF INCORPORATION:
England and Wales

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.crosswordcybersecurity.com
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
Crossword Cybersecurity plc is the parent company of the Crossword group of companies (“Crossword”, the “Company”, or the “Group”), which focus on the cyber security sector. The Group has two principal areas of activity, being (i) the development and commercialisation of university research-based cyber security related software and (ii) cyber security consulting. The main country of operation is the UK.

Over the last four years, the Group has signed memoranda of understanding and agreements with 14 universities to explore potential commercialisation opportunities or work with them on cyber security research ideas.

The Group’s specialist cyber security product development and software engineering teams in Richmond upon-Thames in the UK and in Krakow, Poland, work with its university partners to develop the research concept into a fully-fledged commercial product that it will then take to market.

Its current portfolio of products comprises Rizikon Assurance, a SaaS platform designed to help larger organisations manage third-party assurance at scale with a particular focus on cyber security and Rizikon Standard, a Cyber-risk and GDPR compliance assessment tool aimed at small to medium companies. The Group also has a third product, Nixer, a version of which is currently undergoing testing. Nixer is a machine-learning based product aimed at protecting against Application-layer DDoS attacks and the growing menace of automated attack tools.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):
TBC ordinary shares of £0.05 each in the capital of the Company, at an issue price of £TBC

 

No ordinary shares are to be held in treasury

 

There are no restrictions on the transfer of ordinary shares

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Capital to be raised on Admission: up to £2.25 million

 

Expected market capitalisation at Admission: £TBC million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
TBC%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
Crossword was admitted to the NEX Exchange Growth Market in September 2015. The Company’s shares will be cancelled from trading on the NEX Exchange Growth Market immediately prior to the admission of the Company’s enlarged share capital to trading on AIM

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):
Executive Directors

Thomas Segun Ilube, CBE, Chief Executive Officer (also known as Tom)

Mary Michelle Dowd, Finance Director

Non-Executive Directors

Sir Richard Billing Dearlove, KCMG OBE, Chairperson

Dr David Stanley Secher, Independent Non-Executive Director

Professor David William Stupples, Non-Executive Director

Gordon John Matthew, Non-Executive Director

Andrew William John Gueritz, Independent Non-Executive Director

Ruth Louise Anderson, Independent Non-Executive Director

 

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):
  Percentage of issued share capital

 

Before Admission On Admission
Thomas Ilube (1) 34.64 TBC%
Brenlen Jinkens 8.73 TBC%
Moulton Goodies Ltd 7.25 TBC%
Steven Gee 5.74 TBC%
Maurice Zimmerman 5.41 TBC%
Marlborough Nano-Cap Growth Fund 4.64 TBC%
Share Nominees Limited 3.98 TBC%
John Taysom 3.17 TBC%

 

(1)Thomas Ilube’s shareholding is made up of 31.37% of shares held by him personally and 3.27% held by Share Nominees Limited on his behalf

 

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
N/A

 

(i)            ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)           DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii)          DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i)            31 December

(ii)           Main financial information prepared to the six months ended 30 June 2018

(iii)          30 June 2019 (12 month audited full year accounts to 31 December 2018), 30 September 2019 (6 month unaudited results to 30 June 2019), 30 June 2020 (12 month audited full year accounts to 31 December 2019)

 

EXPECTED ADMISSION DATE:
Mid-December 2018

 

NAME AND ADDRESS OF NOMINATED ADVISER:
Grant Thornton UK LLP

30 Finsbury Square,

London, England,

EC2A 1AG

NAME AND ADDRESS OF BROKER:
Hybridan LLP

20 Ironmonger Lane

London

EC2V 8EP

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
A copy of the Admission Document containing full details about the applicant and the admission of its securities will be available on the Company’s website at:

 

www.crosswordcybersecurity.com

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
The QCA Corporate Governance Code
DATE OF NOTIFICATION:
 

30 November 2018

 

NEW/ UPDATE:
 

NEW