Exercise of options

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

Crossword Cybersecurity Plc (NEX:CCS, “Crossword” or the “Company”) announces that today a Schedule One announcement has been released on its behalf in connection with the proposed admission of Crossword’s ordinary shares to trading on AIM, a market operated by London Stock Exchange plc, in conjunction with a placing of new ordinary shares (“Admission”). Admission is expected to occur in mid-December 2018.

 

The Schedule One announcement can be found on the Company’s website at www.crosswordcybersecurity.com

 

Consequently, the Company is today giving notice of its intention to withdraw its ordinary shares in the Company (“Ordinary Shares”) from trading on the NEX Exchange Growth Market (“NEX”) in mid-December (the “Withdrawal”). A further update will be issued once a firm date is known.

 

This announcement sets out the reasons for the Withdrawal and explains why the Directors believe that it is in the best interests of the Company and its shareholders.

 

Background and reasons for proposed withdrawal from NEX

 

Crossword joined NEX (then known as ISDX Growth Market) in September 2015 to, inter alia, raise capital for the future development of the business and provide access to new investors and future capital.

 

Whilst the Company has benefitted from its NEX listing it is proposing to raise further capital towards investments in sales and marketing, and product development along with providing general working capital and the Directors believe admission to AIM will provide the Company with the best platform with which to deliver on its near-term objective to scale up its commercialisation activities.

 

Effect of withdrawal from NEX

 

As the ordinary shares are to be admitted to trading on AIM the directors anticipate there will be no reduction in the liquidity and marketability of the ordinary shares.

 

Following the Withdrawal, the NEX Exchange Growth Market – Rules for Issuers (“NEX Rules”) will no longer apply to the Company.

 

Procedure for withdrawal from NEX

 

Under the Rule 81 of NEX Rules, since the Company has made an application for the admission of its shares to another market of equivalent regulatory standing, no shareholder approval at a general meeting is required.

 

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

 

For further information, please contact:

 

 

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

 

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  –

Crossword Cybersecurity plc (NEX: CCS, the “Company”) confirms that further to the announcement made on 29 August 2018, it is continuing to investigate the possibility of an admission to trading on AIM (“Admission”). The Company is proposing to raise up to £2.25 million before the end of December, conditional on Admission (the “Placing”). The Company intends to deploy a proportion of the net proceeds of the Placing towards investments in sales and marketing, and product development along with providing general working capital. An admission to AIM will provide the Company with the platform with which to deliver on its near-term objective to scale up its commercialisation activities.

 

Further announcements will be made as necessary.

 

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

 

 

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 –

Crossword Cybersecurity plc (“Crossword”) has joined GCHQ and the Department for Culture, Media and Sport as a founder member in the launch of a new £6.5m industry and Government scheme to support cutting edge UK cyber security research.

Launched at IA15, the Government’s high-profile information assurance event, CyberInvest will build a community of industry, government and academia who are committed to sustained investment in cyber security research. Tom Ilube, Crossword’s CEO, committed to support the initiative alongside other leading cyber security industry figures in the presence of Rt Hon Ed Vaizey MP, Minister for Culture and the Digital Economy, and the Director GCHQ.

Tom Ilube, Chief Executive Officer of Crossword, the cyber security tech transfer company, said “We are delighted to support this important initiative. This scheme will enable Crossword to draw upon the expertise of GCHQ, EPSRC and leading academics as we pursue our mission to commercialise world-class UK cyber security research.”

The Rt Hon Ed Vaizey MP, Minister for Culture and the Digital Economy said “CyberInvest is an exciting initiative which brings industry, Government and academia together, and builds on the UK’s reputation as a global leader for cyber security research. Over the last 4 years we have invested over £20 million in UK cyber security research, and the new CyberInvest scheme will play an important role in our ongoing work to help protect UK citizens and businesses online.”

FOR FURTHER INFORMATION PLEASE CONTACT:

Tom Ilube, CEO, Crossword Cybersecurity Plc

www.crosswordcybersecurity.com

Tel: +44 (0)208 973 2350

Email: info@crosswordcybersecurity.com

Twitter: @crosswordcyber

NEX Corporate Advisor

Nick Michaels and Jon Isaacs, Alfred Henry Corporate Finance Limited

www.alfredhenry.com

Tel: +44 207 251 3762

Crossword Cybersecurity Plc (“Crossword”) the ISDX listed tech transfer company, is to partner with Coventry University to jointly explore commercial opportunities leveraging research conducted at Coventry into target centric network monitoring in cyberspace.

Dr Siraj Ahmed Shaikh, Reader in Cyber Security at Coventry University and his team has conducted extensive research in the area of threat attribution and monitoring using advanced Bayesian analytics. The approach taken provides a highly effective early warning system when networks are under threat and are widely applicable, particularly in detecting and responding rapidly to insider threats and advanced evasion techniques. Crossword is working exclusively with Dr Shaikh’s team to develop their work into a highly scalable platform to meet today’s cyber security challenges. 

Tom Ilube, Crossword’s CEO said “Coventry’s research is extremely compelling and we believe it will enable companies to react to time sensitive cyber incidents in a more efficient and cost effective way. Coventry’s applied research into Bayesian inference allows us to bring this exciting area of analysis into the cyber domain”

“We are delighted to be working with Crossword Cybersecurity on this exciting venture. Our research has the potential to significantly enhance early estimation of threat indicators for cyber defence, national security and critical infrastructure protection where defences rely on sensing. Working with Crossword would mean effective access to the market with the right product.” commented Dr Siraj Shaikh, Reader in Cyber Security at Coventry University.

ENDS

FOR FURTHER INFORMATION PLEASE CONTACT:

Tom Ilube – CEO, Crossword Cybersecurity Plc

www.crosswordcybersecurity.com

Tel: +44 (0)208 973 2350

Email: info@crosswordcybersecurity.com

Twitter: @crosswordcyber

 

Dr Siraj Ahmed Shaikh, Coventry University

https://www.coventry.ac.uk/

Email: s.shaikh@coventry.ac.uk 

Twitter: @CovUniResearch

 

ISDX Corporate Advisor 

Nick Michaels and Jon Isaacs, Alfred Henry Corporate Finance Limited

www.alfredhenry.com

Tel: +44 207 251 376

Crossword Cybersecurity has signed an agreement with Top 20 accountancy firm MHA MacIntyre Hudson to co-market Crossword’s Rizikon cyber risk analysis tool to its clients.

Under the terms of the agreement, MHA MacIntyre Hudson, with 85 partners and over 550 staff servicing the whole country, will introduce Rizikon to its large client base of small and medium-sized enterprises.

Rizikon is a new cyber risk assessment tool based on research undertaken by Professor David Stupples and his team at the Centre for Cyber and Security Sciences at City University, London. It is Crossword’s first commercial product, building on four years of research and development at the University.

Rizikon is targeted at busy bosses running growth enterprises, and is particularly valuable to financial and legal businesses where there is a regulatory requirement to demonstrate effective cyber security.

Among Rizikon’s benefits are its jargon-free summaries of a company’s existing security, broken down into the areas of greatest risk. It also recommends adjustments to existing protections, such as anti-virus and firewalls, to maximise their effectiveness.

Tom Ilube, founder of Crossword, said:

“Many SME bosses have neither the time nor the in-house expertise to stay on top of online threats, many of which can inflict substantial commercial and reputational damage to their businesses.

“We developed Rizikon as tool for the real world. it doesn’t demand technical expertise, hours of form filling and it works in tandem with existing online protections to maximize their effectiveness. We are delighted to be partnering with Rakesh and MHA MacIntyre Hudson and look forward to bringing the benefits of Rizikon to its clients.”c

Rakesh Shaunak, Chairman of MHA MacIntyre Hudson, said:

“I’m very pleased to be working with Tom Ilube, the founder of Crossword, whom I’ve known for many years and is a genuine innovator whom I respect greatly.

“Crossword has brought Rizikon to the SME market, which we share.  Rizikon offers our clients peace of mind, and is designed to spare their time and also, importantly, not baffle them with bewildering technical jargon.

”For our client firms in financial and professional services, there are regulatory requirements to demonstrate that effective cyber security protections are in place, and we believe Rizikon will also be a great help here.”

 

Further information, please contact:

Tom Ilube

CEO, Crossword Cybersecurity

Tel: +44 (0) 208 973 2350

Email: tom.ilube@crosswordcybersecurity.com

 

ISDX Corporate Advisor 

Nick Michaels and Jon Isaacs, Alfred Henry Corporate Finance Limited

www.alfredhenry.com

Tel: +44 207 251 3762

 

Rakesh Shaunak

Chairman and Managing Partner, MHA MacIntyre Hudson 

Mobile: 07979 517 231 

Email: Rakesh.Shaunak@mhllp.co.uk

 

Neil Boom

MD, Gresham PR Ltd.

Tel: +44 (0) 7866 805 108

Email: Neil.boom@greshampr.co.uk

About MHA MacIntyre Hudson

MHA MacIntyre Hudson is a top 20 UK accounting firm, offering a full range of compliance and advisory services to entrepreneurial businesses, groups and multinationals with operations in the UK. The firm has 85 Partners and over 550 staff in twelve offices in London and the South East, and across East Anglia and the Midlands, servicing the whole country. An independent member of MHA, a national association of accountancy firms. UK member of Baker Tilly International, a global association of independent accountancy and business advisory firms, and is registered to carry on audit work and regulated for a range of business activities by The Institute of Chartered Accountants in England and Wales.

www.macintyrehudson.co.uk

www.mha-uk.com

www.twitter.com/mhupdates