Trading Update

10 February 2020 – London, UK Crossword Cybersecurity Plc (AIM:CCS, “Crossword”, the “Company” or the “Group”), the technology commercialisation company focused solely on cyber security and risk, is pleased to announce that it expects to report results for the Financial Year ended 31 December 2019,  in line with market expectations, in April 2020.

Overall revenue during the year is expected to increase by 22% to £1.3m. Within that, revenues from product and consulting revenue are anticipated to expand by 51%, reflecting the Company’s shift from software development services to its core of product and consulting revenue.  Cash balances as at 31 December 2019 were £1.5m.

As well as continuing to grow the internal pipeline for Rizikon during 2019, Crossword began collaborations with Leonardo MW Ltd, a global high-tech Aerospace Defence and Security company, and NCC Group plc, the global cyber security expert, to use Crossword’s third party assurance product, Rizikon, to support their client services delivery.

Nixer CyberML, a new family of machine-learning based security and anti-fraud software products that help organisations easily and quickly build these capabilities into applications, was launched in November 2019.

The Consulting division launched its vCISO (virtual Chief Information Security Officer) solution and signed its largest contract to date, spanning three years.

 

Tom Ilube, CEO of Crossword, commented;

“During 2019, the Rizikon pipeline continued to grow, and version 2, launched in September 2019, is a product capable of adding value to all companies, regardless of their size or industry.  The partner agreements signed in 2019, potentially give thousands of customers access to Rizikon.  Rizikon is in a very strong position going in to 2020 with multiple opportunities with our partners and directly, some of considerable size.

Our staff numbers have increased by almost 40% in 2019, and along with the recent appointment of a very experienced Group Sales Director strengthening the Leadership team, gives us the power to deliver growth in 2020.

We are also pleased to note investors continuing support of Crossword by subscribing to £1.4m in loan notes.”

 

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 and risk management 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 and manage all risks from their suppliers.  Nixer CyberML, Crossword’s most recently launched product, is a new tool for businesses that want to solve advanced security and cybercrime problems, such as detecting and dealing with compromised accounts, fraud, and in-application denial of service attacks.  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.

 

 

 

For media enquiries contact:

Lorena Duke, GingerPR

lorena@gingerpr.co.uk, 01932 485 300

 

17 January 2020 – London, UK Crossword Cybersecurity Plc (AIM:CCS, “Crossword”, the “Company” or the “Group”), the technology commercialisation company focused solely on cyber security and risk, has received a notice exercising options to acquire 13,333 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 13,333 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 23 January 2020 (“Admission”).

Total Voting Rights

For the purposes of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules (“DTRs”), following Admission, Crossword will have 4,694,560 Ordinary Shares in issue with voting rights attached. Crossword holds no shares in treasury. This figure of 4,694,560 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 / 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 and risk management 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 and manage all risks from their suppliers.  Nixer CyberML, Crossword’s most recently launched product, is a new tool for businesses that want to solve advanced security and cybercrime problems, such as detecting and dealing with compromised accounts, fraud and in-application denial of service attacks.  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.

 

 

 

For media enquiries contact:

Lorena Duke, GingerPR

lorena@gingerpr.co.uk, 01932 485 300

 

7th January 2020 – London, UK – Further to its announcement of 10 December 2019, Crossword Cybersecurity Plc (AIM:CCS, “Crossword”, the “Company” or the “Group”), the technology commercialisation company focused  on cyber security and risk, announces that it  has received an additional loan of £125,000 under the same terms as the £1.275m loan agreements as announced on 21 November 2019, bringing the total amount of the loans to £1.4m.

The proceeds of the loans will be used for near to mid-term working capital requirements and to fund the Group’s growth plans including continued sales of products and further product development.

 

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 and risk management 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 and manage all risks from their suppliers.  Nixer CyberML, Crossword’s most recently launched product, is a new tool for businesses that want to solve advanced security and cybercrime problems, such as detecting and dealing with compromised accounts, fraud and in-application denial of service attacks.  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.

 

For media enquiries contact:

Lorena Duke, GingerPR

lorena@gingerpr.co.uk, 01932 485 300

 

7th January 2020 – London, UK – Crossword Cybersecurity Plc (AIM:CCS, “Crossword”, the “Company” or the “Group”), the technology commercialisation company focused solely on cyber security and risk, has significantly strengthened its leadership team with the appointment of a Group Sales Director and a new Chair of its consulting subsidiary to assist in driving growth during 2020.

 

Sean Arrowsmith joins as Crossword’s first Group Sales Director in January, responsible for both product and consulting sales activity. Sean will lead and grow the sales team. He inherits a strong pipeline for the Rizikon Assurance risk product, which stands in excess of £3m over 100 companies in a wide range of sectors. Sean comes with 20 years of sales experience in cyber/information security and technology. He was previously Group Sales Director at IRM Ltd, the World Class Centre in Cyber Security of Altran Technologies SA, the global innovation and engineering consulting firm, where he was accountable for revenue target achievement across all of IRM’s business streams including consulting, software and training.

 

In addition, Dr Robert Coles has taken on the role as Non-Executive Chair of Crossword Consulting Ltd, the Group’s consulting subsidiary. Dr Coles knows Crossword well through his current role as Chair of its Advisory Board. He has extensive experience in building large scale consulting practices having been Lead Partner in KPMG’s Information Security Services for EMEA. He subsequently spent many years as a Chief Information Security Officer (CISO) in large corporates including GlaxoSmithKline (GSK), National Grid and Merrill Lynch. He is an Honorary Professor at University College London (UCL) and Visiting Professor at Royal Holloway, University of London.

 

Jake Holloway, formerly Business Development Director, is now devoting himself full time to the role of Chief Product Officer, bringing a sharper focus to building out Crossword’s product portfolio (which currently comprises Rizikon Assurance and Nixer CyberML) and developing relationships with university partners. Rob Johnson leaves Crossword after two successful years as Chief Operating Officer to take up new challenges. The COO role will not be replaced.

 

Tom Ilube, CEO of Crossword Cybersecurity Plc said “With Sean and Robert on board, alongside our current Executive team, we have the right people in place to scale up in 2020. Sean is a 20-year tech and cyber sales veteran with a proven track record. Robert will bring his consulting experience, as Lead Partner at KPMG, to our consulting business as Chair. I am delighted to have two such powerful leaders join our team.”

 

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

 

For media enquiries contact:
Lorena Duke, GingerPR
lorena@gingerpr.co.uk, 01932 485 300

 

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. Nixer CyberML, Crossword’s most recently launched product, is a new tool for businesses that want to solve advanced security and cybercrime problems, such as detecting and dealing with compromised accounts, fraud and in-application denial of service attacks. 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.

20 December 2019 – London, UK Crossword Cybersecurity Plc (AIM:CCS, “Crossword”, the “Company” or the “Group”), the technology commercialisation company focused solely on cyber security and risk, has received notices exercising options to acquire 333 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 499 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 23 December 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 4,681,227 Ordinary Shares in issue with voting rights attached. Crossword holds no shares in treasury. This figure of 4,681,227 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 / 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 and risk management 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 and manage all risks from their suppliers.  Nixer CyberML, Crossword’s most recently launched product, is a new tool for businesses that want to solve advanced security and cybercrime problems, such as detecting and dealing with compromised accounts, fraud and in-application denial of service attacks.  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.

 

For media enquiries contact:

Lorena Duke, GingerPR

lorena@gingerpr.co.uk, 01932 485 300

10 December 2019 – London, UK – Further to its announcement of 21 November 2019, Crossword Cybersecurity Plc (AIM:CCS, “Crossword”, the “Company” or the “Group”), the technology commercialisation company focused solely on cyber security and risk, announces that, at its GM held today, the special resolution put to the meeting was passed unanimously.  As a result, the borrowing limits in the articles have been raised to the greater of £1.5m and 20% of the Adjusted Capital and Reserves (as defined by the Company’s articles of association).

Crossword will now conclude the loan agreements of £1.275m as announced on 21 November 2019, for which it now has binding commitments. The terms of the loans are as follows:

Term Three years from the date of the loan agreement
Interest rate 12 per cent., payable quarterly in arrears
Early repayment At the Company’s sole option, subject to a minimum repayment amount of £10,000
Form of repayment In cash, save that each lender may opt to convert part or all of their loan into Crossword ordinary shares of £0.05  each (“Ordinary Shares”) at a price of 480 pence per Ordinary Share (“Conversion Price”), being the closing mid-price on 9 December 2019, being the last practicable date before the date of the loan agreements
Warrants On repayment of the loans in cash, each lender will be issued warrants valid for three months to subscribe for Ordinary Shares representing 10 per cent. of the value of the Loan at the Conversion Price

 

The proceeds of the loans will be used for near to mid-term working capital requirements and to fund the Group’s growth plans including continued sales of products and further product development.

 

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 and risk management 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 and manage all risks from their suppliers.  Nixer CyberML, Crossword’s most recently launched product, is a new tool for businesses that want to solve advanced security and cybercrime problems, such as detecting and dealing with compromised accounts, fraud and in-application denial of service attacks.  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.

 

 

 

For media enquiries contact:

Lorena Duke, GingerPR

lorena@gingerpr.co.uk, 01932 485 300

5 December 2019 – London, UKCrossword Cybersecurity Plc (AIM:CCS, “Crossword”, the “Company” or the “Group”), is delighted to announce that its Consulting division has received CREST accreditation for its penetration testing services. This means that the Company now holds certifications from CREST, IASME and Cyber Essentials Plus.

CREST is an international not-for-profit certification body that represents and supports the technical information security market. CREST provides the buying community with a clear indication of the quality of an organisation and the technical capability of their staff. This aims to address the troublesome fact that currently anyone with a computer and an internet connection can position themselves as a service provider of penetration tests and cyber incident response services. Potentially irresponsible organisations that do not have in place policies, processes and procedures to ensure quality of service could be let loose on sensitive client information. This makes procurement of these important services difficult and high-risk.

Buyers need to feel confident that they are procuring services from trusted companies, with access to demonstrably professional technical security staff. All CREST member companies have submitted policies, processes and procedures relating to their service provision, which have then been reviewed by CREST and deemed fit for purpose. As a result, CREST only provides access to trusted technical security service organisations that utilise highly skilled, knowledgeable and competent individuals.

Crossword’s Consulting team offer a full range of Consulting services from Cyber Assurance and Auditing, Penetration testing, Third Party Assurance and Virtual Chief Information Security Officer (vCISO). Whatever an organisation’s size or level of cyber maturity, Crossword Consulting is able to offer a service tailored to its needs.

Regarding the certification, Stuart Jubb, Managing Director of Crossword Consulting, commented: “It is an excellent achievement that Crossword have been recognised by CREST as a credible organisation in the penetration test service marketplace. This again highlights the high esteem in which our consultants are perceived throughout the cyber security community. Commercially, this will help the Company to retain existing clients and tap into a new pool of potential clients who require this accreditation to perform penetration test services. Via CREST, Crossword’s consultants will also benefit from being on the inside track of new opportunities and developments in technical information assurance, as well as having access to industry leading guidance, standards and opportunities to share and enhance their knowledge.”

 

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

 

For media enquiries contact:

Lorena Duke, GingerPR

lorena@gingerpr.co.uk, 01932 485 300

 

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. Nixer CyberML, Crossword’s most recently launched product, is a new tool for businesses that want to solve advanced security and cybercrime problems, such as detecting and dealing with compromised accounts, fraud and in-application denial of service attacks. 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

29 November 2019 – London, UK Crossword Cybersecurity Plc (AIM:CCS, “Crossword”, the “Company” or the “Group”), the technology commercialisation company focused solely on cyber security and risk, is pleased to announce that it has granted 7,958 options comprising 2,250 options under the Company’s Enterprise Management Incentive Scheme (the “EMI Plan”) and 5,708 options under the Non Tax Advantaged Plan. The 7,958 options granted vest in three equal tranches on first, second and third anniversary of the date of grant and are exercisable into 7,958 ordinary shares of £0.05 each in the Company (“Ordinary Shares”) at a price of £4.80 per share.

Included in the above number are options to a Director as set out below:

 

Sir Richard Dearlove

The Company today has granted to Sir Richard Dearlove an option pursuant to the rules of the Non Tax Advantaged Plan to acquire 5,208 Ordinary Shares at an exercise price of £4.80 per share.

Following this grant, Sir Richard Dearlove holds options over 29,710 Ordinary Shares in the Company.

Following this grant of options, the total number of options outstanding under the EMI Plan will be 77,179. A further 113,210 options are outstanding under an unapproved share scheme. The total number of options outstanding following this grant will be 190,389 representing 4.07% of Crossword’s issued share capital.

The following notifications, made in accordance with the requirements of the EU Market Abuse Regulation, gives further details.

 

1

Details of the person discharging managerial responsibilities / person closely associated

a) Name Sir Richard Dearlove

2

Reason for the notification

a) Position/status Chairman
b) Initial notification /Amendment Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a) Name Crossword Cybersecurity plc
b) LEI 213800FJNJGZBUSOZQ63

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a) Description of the financial instrument, type of instrumentIdentification code Options to acquire ordinary shares of 5p each at the price of £4.80 each
For Ordinary Shares: GB00BPFJXS57
b) Nature of the transaction Granting of options
c) Price(s) and volume(s) Price        Nil                Volume 5,208
d) Aggregated information Price        Nil                 Volume 5,208
e) Date of the transaction 28/11/2019
f) Place of the transaction Off-market transaction

 

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

 

For media enquiries contact:

Lorena Duke, GingerPR

lorena@gingerpr.co.uk, 01932 485 300

 

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. Nixer CyberML, Crossword’s most recently launched product, is a new tool for businesses that want to solve advanced security and cybercrime problems, such as detecting and dealing with compromised accounts, fraud and in-application denial of service attacks.  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.

 

26 November 2019 – London, UK – Crossword Cybersecurity Plc (AIM:CCS, “Crossword”, the “Company” or the “Group”), is pleased to announce that its Consulting division has recently signed numerous agreements including three with companies spanning the automotive, insurance and property sectors, to work with them on improving their cyber security posture.

An industry-leading cyber transformation project has begun with a global pioneer in connected vehicle data. Crossword Cybersecurity will assist the company with implementing a globally recognised cyber security standard, ranking it amongst major global players in the technology industry. Achieving this standard will enable the firm to work more efficiently with any global automotive manufacturer.

Consulting has also secured business with a leading international insurance broker that conducts business in the Lloyd’s of London market. A third-party audit left the organisation with a long list of security measures to implement but lacking sufficient in-house expertise to do so. Crossword Consulting worked with the organisation to offer advice on how best to improve their cyber maturity. Since developing the organisation’s prioritised cyber security strategy, Crossword will now also be carrying out the transformation work and implementing the practical recommendations they devised to make the organisation more resilient.

The consulting division has implemented its Virtual Chief Information Security Officer (vCISO) product with an SME property investment firm. One of the key cyber security challenges organisations are currently facing, is understanding and implementing the most appropriate levels of cyber maturity for their company, and therefore allocating their cyber security budget efficiently. In response to these challenges, Crossword launched vCISO – a virtual/remote CISO service, provided and managed by Crossword Consulting cyber security experts. The vCISO service provides clients with a virtual cyber security team and network protection at a fraction of the cost of building their own team and clients are also able to leverage the deep cyber security and technical expertise provided by Crossword and Reliance ACSN.

Crossword’s Consulting team offer a full range of Consulting services from Cyber Assurance and Auditing, Penetration testing, Third Party Assurance and Virtual Chief Information Security Officer (vCISO). Whatever an organisation’s size or level of cyber maturity, Crossword Consulting is able to offer a service tailored to its needs.

Regarding the recent deal announcements, Stuart Jubb, Managing Director of Crossword Consulting, commented: “We are delighted that Crossword Consulting is making such headway, especially in terms of breaking ground into new sectors and with large corporations. This reflects the high regard in which our consultants are held, in what is an extremely competitive market. It is a pleasure to announce our second vCISO client and note that there are multiple vCISO opportunities in our pipeline. We believe that by using our vCISO service, clients are able to have peace of mind that they are taking the right measures to protect themselves from cyber security attacks whilst achieving excellent value for money.”

To learn more about how Crossword Consulting can help your organisation, then contact us here.

 

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

For media enquiries contact:
Lorena Duke, GingerPR
lorena@gingerpr.co.uk, 01932 485 300

 

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. Nixer CyberML, Crossword’s most recently launched product, is a new tool for businesses that want to solve advanced security and cybercrime problems, such as detecting and dealing with compromised accounts, fraud and in-application denial of service attacks. 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.

22 November 2019 – London, UK – Further to its announcement of 21 November 2019, Crossword Cybersecurity Plc (AIM:CCS, “Crossword”, the “Company” or the “Group”), the technology commercialisation company focused solely on cyber security and risk, has today published a circular convening a general meeting to take place on 10 December 2019 (the “Circular”) at which a special resolution will be proposed in connection with a proposed technical adjustment to the borrowing limits in the Company’s articles of association (the “Articles”) to the greater of £1,500,000 and an amount equal to 20% of the Adjusted Capital and Reserves (as defined by the Articles).  Amending the borrowing powers in the Articles will enable the Company to enter into three year convertible loan agreements to the value of £1,275,000, as previously disclosed.

The general meeting will be held at the offices of Shakespeare Martineau LLP at 60 Gracechurch Street, London EC3V, United Kingdom at 3:00 p.m. on 10 December 2019.  A copy of the Circular will be available on the Company’s website, https://www.crosswordcybersecurity.com/.

Tom Ilube, Chief Executive Officer, commented:

“We are grateful to our investors for their support, and are confident this will help us in achieving our growth objectives.”

An extract from the Circular is set out below.

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 and risk management 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 and manage all risks from their suppliers.  Nixer CyberML, Crossword’s most recently launched product, is a new tool for businesses that want to solve advanced security and cybercrime problems, such as detecting and dealing with compromised accounts, fraud and in-application denial of service attacks.

 

 

For media enquiries contact:

Lorena Duke, GingerPR

lorena@gingerpr.co.uk, 01932 485 300

 

LETTER FROM THE CHAIRMAN OF CROSSWORD CYBERSECURITY PLC

Dear Shareholder,

 

Proposed issue of debt securities
Proposed amendment to the Company’s Articles of Association

and

Notice of General Meeting

 

1       INTRODUCTION

As noted in the Company’s Trading Update and Financing announcement on 24th October 2019, Crossword is moving forward with entering into loan agreements, having had £1m committed from third parties and current shareholders and Directors, at the time of that announcement. Since then, Crossword has signed non-binding term sheets of £1,275,000 to date.

I am therefore writing to provide you with details of the proposed £1,2750,000 loans and to give you notice of the General Meeting at which the resolutions to approve an amendment to the Company’s Articles of Association to increase the cap set on the Company’ borrowing authorities. The General Meeting is to be held at the offices of Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street, London EC3V 0HR at 3.00 p.m. on 10th December 2019. The formal notice of General Meeting is set out at the end of this document.

 

2               INFORMATION ON 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 and to assess compliance with their requirements across a range of criteria.  The Group’s second principal product, Nixer CyberML was launched on 14th November 2019.  Nixer CyberML is a new tool for businesses that want to solve advanced security and cybercrime problems, such as detecting and dealing with compromised accounts, fraud and in-application denial of service attacks.

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.

 

 

 

 

 

3               BACKGROUND TO, AND REASONS FOR, THE LOANS

 

Crossword was admitted to AIM in December 2018 in order, inter alia, to access a wider range of investors and to give the Group the flexibility to raise capital to fund its growth strategy.   The Group’s objective is to be the European leader in commercialising cyber security research originating from universities. It aims to achieve this by building up a portfolio of revenue generating cyber security products and becoming a leading supplier of cyber security-focussed risk and compliance products and services in what the Directors believe to be a rapidly growing and increasingly complex market environment. They believe that organisations will need to put in place software, systems, procedures and practices that will enable them to demonstrate that they meet the necessary standards and continuously to test their compliance with those standards.

 

Since admission to AIM, Rizikon Assurance has gained traction with some notable client wins and a large increase in its pipeline.  Rizikon Assurance 2.0 was launched in Sept 2019, incorporating a Third-party Assurance Framework Dashboard.

 

To continue with growth plans, Crossword requires additional funding.  With the current market turmoil due to economic uncertainty exacerbated by Brexit and international trade wars, the Board concluded that a convertible loan would be the most appropriate means of attracting investors and of satisfying the Group’s near to mid-term working capital needs and to fund its growth plans.  The interest payments will be serviced from current cashflows.

 

The Loans, for which the Company has received commitments of £1,275,000, have the following terms:

 

Term Three years from the date of the loan agreement
Interest rate 12 per cent., payable quarterly in arrears
Early repayment At the Company’s sole option, subject to a minimum repayment amount of £10,000
Form of repayment In cash, save that each lender may opt to convert part or all of their loan into Ordinary Shares at a price the closing mid-price per Ordinary Share on the last practicable date before the date of the Loan Agreement
Warrants On repayment of the Loans in cash, each lender will be issued warrants valid for three months to subscribe for Ordinary Shares representing 10 per cent. of the value of the Loan at the Conversion Price

 

 

 

The terms of the loans will allow lenders who have accepted repayment of the loans in cash (rather than elected for conversion before repayment)  to be issued warrants at the same price per share as the conversion price within three months after repayment.

 

 

4         USE OF PROCEEDS

 

The proceeds of the loans will be used for near to mid-term working capital requirements and to fund the Group’s growth plans including continued sales of products and further product development.

 

 

5          RELATED PARTY TRANSACTION

 

Included among the commitments is one from Tom Ilube, CEO, for an amount of £250,000. Tom Ilube has agreed to make a loan to the Company on the same terms as the other Lenders as described above. By virtue of its size, Mr Ilube’s loan constitutes a related party transaction under Rule 13 of the AIM Rules for Companies.  The Independent Directors, being the Directors other than Tom Ilube consider, having consulted with the Company’s Nominated adviser, that the terms of Mr Ilube’s Loan are fair and reasonable insofar as the Company’s Shareholders are concerned.

 

 

6      GENERAL MEETING

 

Set out at the end of this document is a notice convening the General Meeting to be held at the offices of Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street, London EC3V 0HR at 3.00 p.m. on 10th December 2019, at which the following Resolution will be proposed for the purposes of amending the existing articles of association of the Company to remove the current article 113.2 in its entirety and replacing it with the following article 113.2 which increases the existing cap on the Company’s borrowing powers:-

 

THAT the Articles be amended by deleting the current Article 113.2 in its entirety and replacing it with the following Article 113.2:

 

“The Board shall restrict the borrowings of the Company and exercise all voting and other rights and powers of control exercisable by the Company in respect of its subsidiary undertakings so as to procure (as regards its subsidiary undertakings in so far as it can procure by such exercise) that the aggregate principal amount at any one time outstanding in respect of monies borrowed by the Group (exclusive of monies borrowed by one Group company from another and after deducting cash deposited) shall not at any time, without the previous sanction of an ordinary resolution of the Company, exceed the greater of £1,500,000 and an amount equal to 20% of the Adjusted Capital and Reserves.”

 

 

 

7        ACTION TO BE TAKEN

A Form of Proxy for use at the General Meeting accompanies this document. Whether or not you intend to be present at the General Meeting, you are asked to complete the Form of Proxy and return it to the Company’s registrars, Share Registrars Limited at The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR so as to be received not less than 48 hours (excluding any part of a day that is not a Business Day) before the time and date fixed for the holding of the meeting or any adjournment thereof (as the case may be). For the avoidance of doubt, the last possible date for the submission of forms of proxy will be 3.00 p.m. on 6th December 2019 (or in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day that is not a Business Day)).

If you hold your Ordinary Shares in uncertificated form in CREST, you may vote using the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual. Further details are also set out in the notes accompanying the Notice of General Meeting at the end of this document. Proxies submitted via CREST must be received by the Company’s agent (ID 7RA36) by no later than 3.00 p.m. on 6th December 2019 (or if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a Business Day) before the time fixed for the adjourned meeting).

The completion and return of a Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person should they so wish.

 

8      RECOMMENDATION

 

The Directors unanimously consider that the Placing is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution.

Yours faithfully

 

 

 

Sir Richard Dearlove

Chairman

 

DEFINITIONS

 

The following definitions apply throughout this document, unless the context requires otherwise:

 

AIM                                                   the market of that name operated by the London Stock Exchange.

AIM Rules for Companies                 the AIM Rules for Companies published by the London Stock

Exchange for the time being.

Board                                               the board of directors of the Company for the time being.

 

Business Day                                   any day on which banks are open for business in London other than a Saturday, Sunday or statutory holiday.

CA 2006                                            the Companies Act 2006, as amended.

 

Company or Crossword                    Crossword Cybersecurity  plc,  a  public  limited  liability  company incorporated and registered in England and Wales (with registration number 08927013) whose registered office is at 6th Floor 60 Gracechurch Street, London, United Kingdom, EC3V 0HR.

Conversion Price                             the closing mid-price per Ordinary Share on the last practicable date before the date of the Loan Agreement

CREST                                              the computerised settlement system (as defined in   the CREST Regulations) operated by Euroclear which facilitates the holding and transfer of title to shares in uncertificated form.

CREST Regulations                          the Uncertificated Securities Regulations 2001 (SI  2001 No.

3755) as amended.

Directors                                           the directors of the Company as at the date of this document whose names are listed on page 3 of this document.

 

Form of Proxy                                  the form of proxy for use at the General Meeting.

 

General Meeting                               the general meeting of the Company convened pursuant to the Notice and to be held at the offices of Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street, London EC3V 0HR 2EW at 3.00 p.m. on 10th December 2019.

Group                                               the Company and its subsidiary undertakings from time to time

Lender                                              Provider of loan

Loan/Loan Agreement                      Contract under which funds are provided

London Stock Exchange                   London Stock Exchange plc.

 

Notice                                               the notice of General Meeting which is set out at the end of this document.

 

 

Ordinary Shares                               ordinary shares of £0.05 each in the capital of the Company

Resolutions                                      the resolutions set out in the Notice which are to be proposed at the General Meeting.

 

Shareholders                                    the registered holders of Ordinary Shares.

 

UK or United Kingdom                     the United Kingdom of Great Britain and Northern Ireland.

 

uncertificated                                    recorded on the relevant register of  the  share    or  security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations may be transferred by means of CREST.

21 November 2019 – London, UK Crossword Cybersecurity Plc (AIM:CCS, “Crossword”, the “Company” or the “Group”), the technology commercialisation company focused solely on cyber security and risk, announces today that it will be shortly publishing a circular convening a general meeting to take place on 10 December 2019 (the “Circular”) at which a special resolution will be proposed in connection with a proposed technical adjustment to the borrowing limits in the Company’s articles of association (the “Articles”).

The special resolution will, if passed, amend the Articles such that the Group’s borrowing powers will be limited to the greater of £1,500,000 and an amount equal to 20% of the Adjusted Capital and Reserves (as defined by the Articles).  Amending the borrowing powers in the Articles will enable the Company to enter into three year convertible loan agreements up to the value of £1,275,000, for which the Company has non binding commitments, subject to passage of the resolution at the general meeting. Included among the commitments is one from Tom Ilube, CEO, for an amount of £250,000.

By virtue of its size, Mr Ilube’s loan constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. The Independent Directors, being the Directors other than Tom Ilube consider, having consulted with the Company’s Nominated adviser, that the terms of Mr Ilube’s loan are fair and reasonable insofar as the Company’s Shareholders are concerned.

The loans, which are unsecured, will have warrants attached which would enable loan note holders to acquire shares to the value of 10 per cent. of the value of their loans calculated at the date before the loans were agreed.

The Circular, which will shortly be posted to shareholders and will be available on the Company’s website on www.crosswordcybersecurity.com, contains further details regarding the resolution to be put at the general meeting and also contains a notice convening a general meeting to be held at the offices of Shakespeare Martineau LLP at 60 Gracechurch Street, London EC3V, United Kingdom at 3:00 p.m. on 10 December 2019.

A further announcement will be made on posting of the Circular.

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 UK LLP (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 and risk management 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 and manage all risks from their suppliers.  Nixer CyberML, Crossword’s most recently launched product, is a new tool for businesses that want to solve advanced security and cybercrime problems, such as detecting and dealing with compromised accounts, fraud and in-application denial of service attacks.

 

 

For media enquiries contact:

Lorena Duke, GingerPR

lorena@gingerpr.co.uk, 01932 485 300