UK/US Collaboration Mission Report

In May 2016, Crossword Cybersecurity plc led a group of leading UK cyber security academic researchers on a week long mission to the US, funded by the UK Government Department of Culture, Media and Sport (DCMS). The objectives were to meet with counterparts at world class US institutions to gain insights into the commercialisation process within the cyber security research domain and to understand the US approach to commercialising academic research relative to the wider cyber ecosystem.

The UK group represented a range of cyber security research interests and institutions, all at different stages of exploring whether to commercialise their research activities. The mission was hosted by the University of California (UC) Berkeley, Stanford University, Harvard University and the Massachusetts Institute of Technology (MIT), with a number of external speakers participating such as the Department of Homeland Security, SRI International, start ups and venture capital investors, in addition to the university research staff and technology transfer representatives.

This note is our summary of findings that resulted from the mission, with a particular focus on drawing out key insights relating to the commercialisation of cyber security research. These insights, in our assessment, fall under five headings.

In our opinion there is a rich seam of world class cyber security research in the UK. Whilst the scale of cyber activity in the US is huge, with US Government expenditure in the region of forty times the UK Government cyber budget, we estimate that over 250 cyber security research projects have been conducted or are on-going in the UK since 2007, leveraging in excess of £200m in grant funding. There are some very positive examples of cyber security research being commercialised in the UK and several UK universities are already world class in their technology transfer activities. With the huge amount of outstanding cyber security research going on, the potential to scale up the UK’s cyber security commercialisation activities is vast.

We hope that by applying some of the learning that emerged from this important mission, the UK cyber academic research community can unleash the next wave of cyber ventures that will have a major impact on cyber innovation in the UK and beyond.

To read the full report click here.

Tom Ilube, CEO, Crossword Cybersecurity PLC

Paul Lewis, CTO, Crossword Cybersecurity PLC

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

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

This announcement contains inside information.

November 17, 2016

 

Crossword Cybersecurity plc

Proposed Placing and Subscription for up to £1.4m

 

Crossword Cybersecurity Plc (NEX:CCS, “Crossword” or the “Company”), the technology commercialisation company focusing exclusively on the cyber security sector, announces today its intention to raise gross proceeds of approximately £1.4 million by the issue of up to 736,842 Placing Shares and Subscription Shares (as defined below) , proposed to be supported by current shareholders, certain directors and new institutional investors. The proposed transactions comprise a placing (the “Placing”) by Hybridan LLP (“Hybridan”) on behalf of the Company of up to 217,895 new Ordinary Shares of £0.05 per share par value in Crossword (“Ordinary Shares”) (“Placing Shares”) at a subscription price of £1.90 per Placing Share (the “Placing Price”) and subscription of up to 518,947 new Ordinary Shares (the “Subscription Shares”) at the Placing Price (the “Subscription”). Hybridan is acting as broker (“Broker”) to the Company in respect of the Placing.

It is expected that Admission of the Placing Shares and Subscription Shares will become effective and that dealings will commence in the Placing Shares and Subscription Shares by 8.00 a.m. on 24 November 2016.

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

·        expanding sales and marketing activities to accelerate sales growth;

·        developing new cybersecurity products based on university research;

·        general working capital.

Tom Ilube, Crossword CEO, said:

The proposed funding is intended to put us in a strong position at a key stage of Crossword’s growth as we seek to develop our commercialisation engagements with some of the UK’s leading cyber security universities. This proposed funding will enable the development of new research driven cybersecurity products alongside the commercial roll out of our existing cybersecurity products, Rizikon and Nixer, and will position us well to scale up the business.

Details of the Placing, Subscription and Total Voting Rights

Pursuant to the Placing and Subscription, the Company proposes to place 736,842 new Ordinary Shares at the Placing Price to raise approximately £1.4m. Application will be made for the Placing Shares and Subscription Shares to be admitted to NEX Growth Market and admission is expected to occur on 24 November 2016. The Placing Shares and Subscription Shares will rank pari passu in all respects with the existing Ordinary Shares.

The Placing and Subscription is conditional, inter alia, upon the placing agreement not having been terminated, and admission of the Placing Shares and Subscription Shares having occurred by no later than 24 November 2016 (or such time and date as Hybridan or the Company may agree, being not later than 31 December 2016). Neither the Placing or Subscription are being underwritten.

The Placing Shares and Subscription Shares will total approximately 736,842 new Ordinary Shares and represent 23.6% of the enlarged share capital of the Company. 

Following Admission, the Company’s enlarged issued share capital will comprise 3,120,250 Ordinary Shares. The Company holds no Ordinary Shares in treasury, therefore the total number of voting rights in the Company will be 3,120,250. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.

About Crossword 
 
Crossword is a technology transfer company specialising in cyber security. Crossword works with universities who undertake advanced cyber security research in order to take their research through productisation to market. 

 
Further information, please contact: 
 
Tom Ilube- CEO, Crossword Cybersecurity
Tel: +44 (0) 20 8973 2350
Email: info@crosswordcybersecurity.com
 
NEX Corporate Advisor
Nick Michaels and Jon Isaacs, Alfred Henry Corporate Finance Limited
www.alfredhenry.com
Tel: +44 (0)207 251 3762
 
NEX Corporate Broker
Claire Louise Noyce – CEO, Hybridan LLP
Tel: +44 (0)203 764 2341
Email: claire.noyce@hybridan.com

 

Notes

Regulatory

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

Note regarding forward-looking statements:

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

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

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

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

 

– Ends – 

 

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

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

This announcement contains inside information.

November 17, 2016

Crossword Cybersecurity plc

Completion of Placing and Subscription and Directors Dealings

Crossword Cybersecurity Plc (NEX:CCS, “Crossword” or the “Company”), the technology commercialisation company focusing exclusively on the cyber security sector, is pleased to announce that, further to the Company’s announcement earlier today outlining the proposed Placing by Hybridan LLP (“Hybridan”) on behalf of the Company of up to 217,895 new Ordinary Shares of £0.05 per share par value in Crossword (“Ordinary Shares”) (“Placing Shares”) at a subscription price of £1.90 per Placing Share (the “Placing Price”) and the subscription of 518,947 new Ordinary Shares (the “Subscription Shares”) at the Placing Price (the “Subscription”) , the Company has successfully placed 736,842 new Ordinary Shares and raised gross proceeds totalling £1.4 million at a Placing Price of £1.90 per share. Hybridan is acting as broker (“Broker”) to the Company in respect of the Placing.

As part of the Subscription, Tom Ilube, Chief Executive Officer and Dr David Secher, Non-Executive Director, today agreed to subscribe for, in aggregate, 137,366 new Ordinary Shares to raise proceeds of £260,995 as further detailed below.

Holding prior to the
announcement of Proposed Placing and Subscription
Number of Subscription
Shares acquired pursuant to the Placing and Subscription
Immediately following
Admission of the Placing and Subscription
Number of Ordinary
Shares
% of issued share
capital
Number
of Ordinary Shares
Number of Ordinary
Shares
% of issued share
capital
Sir
Richard Dearlove
Thomas
Ilube*
1,252,786 52.6 132,103 1,384,889 44.4
Dr
David Secher
21,102 0.9 5,263 26,365 0.8
Professor
David Stupples
5,263 0.2 5,263 0.2
Gordon
Matthew
Andrew
Gueritz

* Thomas Ilube’s shareholding prior to the Placing and Subscription is made up of 1,097,342 shares held by him personally and 155,444 held by Beaufort Nominees Limited on his behalf

 

Placing Shares and Subscription Shares have been issued to the following substantial shareholders

Holding prior to the
announcement of Proposed Placing and Subscription
Number of Subscription
Shares acquired pursuant to the Placing and Subscription
Immediately following
Admission of the Placing and Subscription
Number of Ordinary
Shares
% of issued share
capital
Number
of Ordinary Shares
Number of Ordinary
Shares
% of issued share
capital
Moulton
Goodies
236,842 9.94 52,632 289,474 9.3
Steven
Gee
152,341 6.39 39,474 191,815 6.1
Maurice
Zimmerman
152,341 6.39 26,316 178,657 5.7
Matthew
O’Sullivan
105,263 4.2 105,263 3.4
Tariq
Hussain
77,290 3.24 17,368 94,658 3.0

SHARE CAPITAL FOLLOWING THE PLACING AND SUBSCRIPTION

Application will be made for the Placing Shares and Subscription Shares to be admitted to trading on NEX Growth Market. It is expected that Admission of the Shares will become effective and that dealings will commence in the Placing Shares and Subscription Shares by 8.00 a.m. on or around 24 November 2016.

Following admission of the Placing Shares and Subscription Shares, the Company’s enlarged issued share capital will comprise 3,120,250 Ordinary Shares of 5 pence each with voting rights in the Company. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in the interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.

About Crossword

Crossword is a technology transfer company specialising in cyber security. Crossword works with universities who undertake advanced cyber security research in order to take their research through productisation to market.

Further information, please contact:

Tom Ilube- CEO, Crossword Cybersecurity
Tel: +44 (0) 20 8973 2350
Email: info@crosswordcybersecurity.com

NEX Corporate Advisor
Nick Michaels and Jon Isaacs, Alfred Henry Corporate Finance Limited
www.alfredhenry.com
Tel: +44 (0)207 251 3762

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

Note regarding forward-looking statements:

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

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

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

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

Regulatory

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

– Ends – 

Crossword Cybersecurity Plc (NEX:CCS, “Crossword” or the “Company”), the technology commercialisation company focusing exclusively on the cyber security sector, is pleased to announce that, further to the Company’s announcement last week outlining the Placing and Subscription, the Company has issued 736,842 new Ordinary Shares. 

Admission of the new Ordinary Shares is expected to become effective and dealings will commence in new Ordinary Shares today. 

Following admission of the Placing Shares and Subscription Shares, the Company’s enlarged issued share capital will comprise 3,120,250 Ordinary Shares of 5 pence each with voting rights in the Company. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in the interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules. 

As part of the Subscription, Tom Ilube, Chief Executive Officer and Dr David Secher, Non-Executive Director, subscribed for, in aggregate, 137,366 new Ordinary Shares to raise proceeds of GBP260,995 as further detailed below. 

Holding prior to the
announcement of Proposed Placing and Subscription
Number of Subscription
Shares acquired pursuant to the Placing and Subscription
Immediately following
Admission of the Placing and Subscription
Number of Ordinary
Shares
% of issued share
capital
Number
of Ordinary Shares
Number of Ordinary
Shares
% of issued share
capital
Sir
Richard Dearlove
Thomas
Ilube*
1,252,786 52.6 132,103 1,384,889 44.4
Dr
David Secher
21,102 0.9 5,263 26,365 0.8
Professor
David Stupples
5,263 0.2 5,263 0.2
Gordon
Matthew
Andrew
Gueritz

 * Thomas Ilube’s shareholding prior to the Placing and Subscription is made up of 1,097,342 shares held by him personally and 155,444 held by Beaufort Nominees Limited on his behalf 

 

Placing Shares and Subscription Shares have been issued to the following substantial shareholders 

Holding prior to the
announcement of Proposed Placing and Subscription
Number of Subscription
Shares acquired pursuant to the Placing and Subscription
Immediately following
Admission of the Placing and Subscription
Number of Ordinary
Shares
% of issued share
capital
Number
of Ordinary Shares
Number of Ordinary
Shares
% of issued share
capital
Moulton
Goodies
236,842 9.94 52,632 289,474 9.3
Steven
Gee
152,341 6.39 39,474 191,815 6.1
Maurice
Zimmerman
152,341 6.39 26,316 178,657 5.7
Matthew
O’Sullivan
105,263 4.2 105,263 3.4
Tariq
Hussain
77,290 3.24 17,368 94,658 3.0

 

About Crossword
 

Crossword is a technology transfer company specialising in cyber security. Crossword works with universities who undertake advanced cyber security research in order to take their research through productisation to market.

 

Further information, please contact: 

Tom Ilube- CEO, Crossword Cybersecurity
Tel: +44 (0) 20 8973 2350
Email: info@crosswordcybersecurity.com

NEX Corporate Advisor
Nick Michaels and Jon Isaacs, Alfred Henry Corporate Finance Limited
www.alfredhenry.com
Tel: +44 (0)207 251 3762

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

 – Ends – 

Crossword Cybersecurity Plc (NEX: CCS, “Crossword”), the NEX listed technology commercialisation company focusing exclusively on the cyber security sector, and Coventry University have seen their spin out venture, CyberOwl Ltd complete a successful fundraising, securing a further £510,000. Mercia Fund Management and Coventry University Enterprises invested the additional funds to accelerate product development. This investment will enable CyberOwl to rapidly develop its leading edge target centric network monitoring product aimed at the fast growing Smart Cities and Internet of Things arena.

CyberOwl is developing a scalable early-warning system for network security to address complex networks, such as the Internet of Things, which is predicted to include over 50 billion connected devices by 2020 according to Cisco.  Its software is based on research shortlisted for the Lloyds Science of Risk prize, conducted by Dr Siraj Shaikh, Reader in Cybersecurity at the University of Coventry.

Since Mercia Fund Management’s initial investment in April 2016, CyberOwl has hired an outstanding management team, developed a proof of concept and entered discussions with several potential blue-chip defence and security partners.  Former Associate Director at KPMG Daniel Ng has joined as CEO, and Ken Woghiren, former Head of Architecture and Strategy at BBC Worldwide and ASOS, has been appointed as CTO.  With Daniel on board, Tom Ilube, Crossword CEO, has moved to Non-Executive Chairman.

Tom Ilube, Crossword’s CEO said “CyberOwl has established its market potential through a successful proof of concept and the appointment of an experienced management team with extensive knowledge of the cyber security sector. We are delighted that Coventry University and Mercia Fund Management have invested additional funds in CyberOwl.”

“Organisations need an early warning system to stop an attack in its tracks before significant damage is done” said Daniel Ng, CEO of CyberOwl. “It is clear from our discussions with potential partners that CyberOwl’s target centric network monitoring approach overcomes the challenges of stealthy, slow-moving, sophisticated attacks on increasingly complex networks. This investment is a huge boost in helping us take our first product to market and grow our capability.”

 

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

Daniel Ng, CEO CyberOwl Ltd
www.cyberowl.io
Email: daniel.ng@cyberowl.io

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

NEX Corporate Broker (Crossword)
Claire Louise Noyce, CEO, Hybridan LLP
Tel: +44 (0)203 764 2341

Email: claire.noyce@hybridan.com

Crossword Cybersecurity Plc (NEX: CCS, “Crossword”), the NEX Exchange-listed technology commercialisation company focusing exclusively on the cyber security sector, and Coventry University, have seen their spin out venture, CyberOwl Ltd, selected as one of seven cyber security start-ups invited to join the new GCHQ Cyber Accelerator, powered by Wayra UK.

The accelerator, part of the Government’s new Cheltenham Cyber Innovation Centre, is a partnership between GCHQ, the Department of Culture, Media and Sport (DCMS) and Wayra UK, part of the global Telefónica Open Future network.

Alongside the other selected start-ups, CyberOwl will now begin a three-month development programme, benefitting from a £5000 Wayra grant, mentoring, contact with an extensive investor network, office space as well as access to GCHQ’s world-class personnel and technical expertise. According to the government, this will “allow them to expand capability, improve ideas and devise cutting-edge products to outpace current and emerging threats”.

Chris Ensor, National Cyber Security Centre (NCSC) Deputy Director for Cyber Security Skills and Growth said:
“The accelerator will combine GCHQ’s understanding of the challenges and deep expertise in cyber security with innovative and cutting edge companies. It will help to develop the next generation of security technologies needed to keep us all safe in cyber space.”

CyberOwl is developing a scalable early-warning system for network security, incorporating advanced security analytics and heuristic methods, to address complex networks, such as the Internet of Things, which is predicted to include over 50 billion connected devices by 2020 according to Cisco. Its software is based on research shortlisted for the Lloyds Science of Risk prize, conducted by Dr Siraj Shaikh, Reader in Cybersecurity at the University of Coventry.

Tom Ilube, CEO of Crossword Cybersecurity said:
“We are delighted that CyberOwl has been selected for this fantastic opportunity and keen to see CyberOwl’s development with the help of GCHQ’s exceptional security expertise and Wayra’s experience in accelerating business.”

 

FOR FURTHER INFORMATION PLEASE CONTACT:

Tom Ilube, CEO Crossword Cybersecurity Plc
www.crosswordcybersecurity.com
Tel: +44 (0)208 9732350
Email: info@crosswordcybersecurity.com
Twitter: @crosswordcyber

Daniel Ng, CEO CyberOwl Ltd
www.cyberowl.io
Email: Daniel.ng@cyberowl.io

 Crossword Cybersecurity Plc (NEX: CCS), the technology commercialisation
company focusing exclusively on the cyber security sector, today
announces its Final Results for the year ended 31 December 2016. 

 Highlights
 

 — Generated GBP345k of revenue in 2016 vs GBP21k in 2015 as we transition
from pure R&D to commercial activity, whilst continuing to invest
significantly in generating IP and building the business 

 — Created CyberOwl Limited, an early warning and threat intelligence spin
out from Coventry University attracting over GBP650k of seed funding led
by Mercia Fund Management. CyberOwl was selected to join GCHQ’s new Cyber
Accelerator programme 

 — Won a Ministry of Defence contract for a proof of concept for blockchain
enabled smart documents, in partnership with the University of Warwick.
Crossword owns the resulting IP and will look to exploit it commercially 

 — Secured IOMart, a leading Cloud provider, to co-operate on taking Nixer,
the machine learning DDoS platform to market, following its launch to
design partners in June 

 — Launched Crossword Consulting, led by a former KPMG executive and staffed
by ex-defence, national security and cyber industry professionals,
working with key universities 

 — Led a delegation of leading UK cyber security professors and researchers
to meet their peers in the USA at Harvard, MIT, Stanford and Berkeley,
sponsored by the UK Government’s Department for Culture, Media and Sport
(DCMS) 

 — Appointed Sir Richard Dearlove KCMG OBE, former Chief of MI6, as
non-executive Chairman 

 — Appointed Hybridan LLP as Corporate Broker and in November raised GBP1.4
m in a successful placing and subscription

 

 Commenting on the final results, Tom Ilube, CEO of Crossword
Cybersecurity PLC, said “We are delighted to report great results
showing evidence of the transition from the pure R&D phase to the start
of revenue generation, as we take our university-driven cyber security
products and services to market. We have established a range of
commercial partnerships for our first product, Rizikon, and our new
consultancy team is rapidly building up momentum. Our second product,
Nixer is in live trials with our key design partner and we are looking
forward to marketing Nixer actively in 2017.” 

 – Ends – 

 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)207 251 3762

 

 NEX Corporate Broker 

 Claire Louise Noyce – CEO, Hybridan LLP 

 Tel: +44 (0)203 764 2341 

 Email: claire.noyce@hybridan.com 

 About Crossword Cybersecurity 

 Crossword is a technology transfer company specialising in cyber
security. Crossword works with universities who undertake advanced cyber
security research in order to take their research through productisation
to market. 

 BUSINESS REVIEW 

 I am pleased to report another strong year of great progress in 2016, as
we scale up Crossword Cybersecurity PLC’s technology commercialisation
business, focused exclusively on the cyber security sector. 

 There was no let up in 2016 to the challenge that cyber security issues
pose to companies, governments and individuals. HM Government’s Cyber
Security Breaches Survey 2016, launched in May, revealed that 65% of
large businesses experienced a cyber breach or attack in the past year.
Tesco Bank was the victim of a cyberattack with thousands of customers
losing money from their accounts, leaving the bank at risk of a
substantial fine from the Financial Conduct Authority (FCA). One of the
largest denial of service attacks in the USA, the so called Dyn Denial
of Service (DDoS) attack using Internet of things devices, disrupted
many of the world’s largest websites. Yahoo revealed that it had been a
victim with over 1 billion accounts compromised in the biggest data
breach in history. 

 Crossword works with universities to commercialise technology based on
their extensive cyber research and in 2016 we made great strides in
building those relationships and bringing our products and services to
market. 

 Crossword established a relationship with the University of Surrey to
explore commercialising their cyber security research, including patent
pending research into multifactor passwords. We also established a new
relationship with the University of South Wales, a leader in cyber
forensics with a state of the art forensics lab. This brings the number
of relationships with leading cyber security research universities to
six; Bristol, Warwick, Coventry, Surrey, South Wales and City,
University of London. 

 Crossword announced the creation of CyberOwl Limited, a spin out from
Coventry University with Mercia Fund Management providing the seed
funding. CyberOwl is commercialising Coventry’s patent pending research
into early warning of cyber attacks in extremely large scale
environments. CyberOwl subsequently raised a further GBP510,000 and
after a rigorous process was one of just seven cyber security companies
UK wide selected to join GCHQ’s new Cyber Accelerator. 

 In partnership with the University of Warwick, Crossword won a Ministry
of Defence contract for a proof of concept for blockchain enabled smart
documents. The project is extremely interesting and we are exploring
next steps to commercialise the output. 

 The UK Government’s Department for Culture Media & Sport (DCMS)
commissioned Crossword to lead a delegation of leading UK cyber security
professors to meet counterparts in the USA, at Harvard, MIT, Stanford
and UC Berkeley. Crossword published a report on this major cyber
commercialisation mission and distributed it to over 250 recipients
across the university and cyber security sector. 

 Our cyber risk product, Rizikon, based on City University of London
research, is making good progress as we take it to market, with several
professional firms signed up as partners and revenue starting to come
through. The introduction of the General Data Protection Regulation with
its stiff penalties for breaches is driving Board level interest in
cyber risk assessment. 

 Crossword’s second product, Nixer is a next generation Denial of Service
(DDoS) platform using machine learning (ML) techniques emerging from
university research. We have established a relationship with IOMart, the
cloud provider, to co-operate on developing this machine learning based
platform which will be launched soon. We launched Crossword Consulting,
led by a former KPMG executive and staffed by ex-national security,
military and cyber industry professionals in partnership with
cybersecurity university experts. It is revenue generating and getting
good traction with a range of clients. 

 On the corporate front, we were delighted to announce former Government
Chief Scientific Adviser for National Security, Professor Nick Jennings
CB FREng, as a senior adviser. We also appointed Hybridan LLP as our
Corporate Broker and raised GBP1.4m in a placing and subscription. 

 On 1st September Crossword appointed Sir Richard Dearlove KCMG OBE as
non-executive Chairman. He succeeded Tom Ilube, who continues in his
role as CEO. Sir Richard was Chief of the Secret Intelligence Service
(MI6). He retired from the Service in 2004. He is currently Chair of
Trustees of the University of London and was previously Master of
Pembroke College, Cambridge. Sir Richard is Chairman of Ascot
Underwriting at Lloyd’s of London and a Director of New York Stock
Exchange listed Kosmos Energy. 

 PRINCIPAL RISKS AND UNCERTAINTIES 

 The key risks to the Group are as follows:
 

 — failure to develop an appropriate commercial application for its
developing products; 

 — failure to establish commercialisation partnerships with leading research
universities; 

 — competition from existing IP transfer businesses seeking to engage in
cyber security commercialisation activity; and 

 — inability to attract and retain experienced cyber security experts in a
highly competitive market.
 

 At present the directors are pleased with progress in these areas and
consider these risks are sufficiently mitigated. 

 FINANCIAL AND NON FINANCIAL KEY PERFORMANCE INDICATORS 

 The directors consider the key financial performance indicator to be
cash ‘burn rate’. At present they consider that this is within
reasonable parameters and will continue to monitor this is the future. 

 At this stage in its development, the directors do not consider that
there are any relevant non-financial key performance indicators. 

 T Ilube 

 Director 

 Consolidated Statement of Comprehensive Income for the year ended 31 December 2016

Year Ended 31 December 2016 Year Ended 31 December 2015
GBP GBP
REVENUE 344,736 20,613
Cost of sales (788,666) (247,630)
GROSS LOSS (443,930) (227,017)
Other operating income – research and development
tax credits 78,354
Administrative expenses (585,329) (530,414)
Finance income – bank interest receivable 1,354 2,181
NET LOSS BEFORE TAXATION (949,624) (755,250)
Tax expense (3,267)
LOSS FOR THE YEAR (952,891) (755,250)
OTHER COMPREHENSIVE INCOME,
Items that will not be classified to profit or,loss:
Foreign Exchange Translation Gain (Loss) 6,205 (1,659)
TOTAL COMPREHENSIVE LOSS (946,686) (756,909)
EARNINGS PER SHARE (GBP0.39) (GBP0.38)

 Consolidated Statement of Financial position at 31 December 2016

Group
GBP
Group
GBP
2016 2015
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 2,280 3,635
Intangible assets 583 816
Investments in other unlisted investment and subsidiary 31
Total non-current assets 2,894 4,451
CURRENT ASSETS
Trade and other receivables 178,154 43,464
Cash and cash equivalents 1,548,906 1,227,481
Total current assets 1,727,060 1,270,945
TOTAL ASSETS 1,729,954 1,275,396
EQUITY
Attributable to the owners of the company
Share capital 156,015 119,173
Share premium account 3,413,416 2,080,827
Retained earnings (1,946,821) (993,930)
Translation of foreign operations 3,264 (2,941)
Total equity 1,625,874 1,203,129
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 104,080 72,267
Total current liabilities 104,080 72,267
TOTAL LIABILITIES 104,080 72,267
TOTAL EQUITY AND LIABILITIES 1,729,954 1,275,396

 Consolidated Cash Flow Statement for the year ended 31 December 2016

2016 2015
GBP GBP
CASH FLOWS FROM OPERATING ACTIVITIES
Cash generated from operations (1,053,300) (715,170)
NET CASH OUTFLOW FROM OPERATING ACTIVITIES (1,053,300) (715,170)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (880) (853)
Purchase of shares in other unlisted investment (31)
NET CASH OUTFLOW FROM INVESTING ACTIVITIES (911) (853)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares 1,369,431 1,500,000
NET CASH INFLOW FROM INVESTING ACTIVITIES 1,369,431 1,500,000
NET INCREASE IN CASH AND CASH EQUIVALENTS 315,220 783,977
FOREIGN CURRENCY TRANSLATION DIFFERENCE 6,205 (1,659)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
PERIOD 1,227,481 445,163
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 1,548,906 1,227,481

 NOTES TO PRELIMINARY RESULTS FOR THE PERIOD ENDED 30 APRIL 2015 

 1. The financial information set out above does not constitute
statutory accounts for the purpose of Section 434 of the Companies Act
2006. The financial information has been extracted from the statutory
accounts of Crossword Cybersecurity Plc and is presented using the same
accounting policies, which have not yet been filed with the Registrar of
companies, but on which the auditors gave an unqualified report on
27(th) April 2017. 

 The preliminary announcement of the results for the year ended 31
December 2016 was approved by the board of directors on 26th April 2017. 

 This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients. 

 The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein. 

 Source: Crossword Cybersecurity Plc via Globenewswire
 

https://www.crosswordcybersecurity.com/ 

 

Crossword Cybersecurity Plc (NEX: CCS) confirms that it will hold its Annual General Meeting at the offices of Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street, London EC3V 0HR on Thursday 25(th) May 2017 at 3 pm. 

The Annual Report, Notice of AGM and Form of Proxy have now been posted to shareholders. 

 – Ends –
 

About Crossword 

Crossword is a technology transfer company specialising in cyber security. Crossword works with universities who undertake advanced cyber security research in order to take their research through productisation to market.
 

Further information, please contact: 

Tom Ilube- CEO, Crossword Cybersecurity
Tel: +44 (0) 20 8973 2350
Email: info@crosswordcybersecurity.com 

NEX Corporate Advisor
Nick Michaels and Jon Isaacs, Alfred Henry Corporate Finance Limited
www.alfredhenry.com
Tel: +44 (0)207 251 3762 

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

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

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

 This announcement contains inside information. 

 May 24, 2017 

 Crossword Cybersecurity plc 

 Completion of Placing 

 Crossword Cybersecurity Plc (NEX:CCS, “Crossword” or the “Company”), the technology commercialisation company focusing exclusively on the cyber security sector, is pleased to announce that the Company has completed a Placing of 63,158 new Ordinary Shares of GBP0.05 per share par value in Crossword (“Ordinary Shares”) (“Placing Shares”) at a subscription price of GBP2.30 per Placing Share (the “Placing Price”) raising gross proceeds totalling GBP145,263. 

 Placing Shares have been issued to the following substantial shareholder

Holding prior to the announcement of the Placing Number of Placing Shares acquired pursuant to the Placing Immediately following Admission of the Placing
Number of Ordinary Shares % of issued share capital Number of Ordinary Shares Number of Ordinary Shares % of issued share capital
Brenlen Jinkens 131,579 4.22% 31,579 163,158 5.13%

   SHARE CAPITAL FOLLOWING THE PLACING 

   Application will be made for the Placing Shares to be admitted to trading on NEX Growth Market. It is expected that Admission of the Shares will become effective and that dealings will commence in the Placing Shares by 8.00 a.m. on 25 May 2017. 

   Following admission of the Placing Shares, the Company’s enlarged issued share capital will comprise 3,183,408 Ordinary Shares of 5 pence each with voting rights in the Company. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in the interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules. 

   About Crossword 

   Crossword is a technology transfer company specialising in cyber security. Crossword works with universities who undertake advanced cyber security research in order to take their research through productisation to market.

 
  Further information, please contact: 

   Tom Ilube- CEO, Crossword Cybersecurity
   Tel: +44 (0) 20 8973 2350
   Email: info@crosswordcybersecurity.com 

   NEX Exchange Corporate Advisor
   Nick Michaels and Jon Isaacs, Alfred Henry Corporate Finance Limited
   www.alfredhenry.com
   Tel: +44 (0)207 251 3762 

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

   Note regarding forward-looking statements: 

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

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

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

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

   – Ends – 

Crossword Cybersecurity Plc (NEX: CCS) confirms that all resolutions were passed at its Annual General Meeting held earlier today. 

 – Ends –
 

 About Crossword 

Crossword is a technology transfer company specialising in cyber security. Crossword works with universities who undertake advanced cyber security research in order to take their research through productisation to market.
 

 Further information, please contact: 

Tom Ilube- CEO, Crossword Cybersecurity
Tel: +44 (0) 20 8973 2350
Email: info@crosswordcybersecurity.com

NEX Corporate Advisor
Nick Michaels and Jon Isaacs, Alfred Henry Corporate Finance Limited
www.alfredhenry.com
Tel: +44 (0)207 251 3762

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