Update on Proposed Admission to AIM and Withdrawal from NEX

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

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

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

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

 

For further information, please contact:

 

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

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

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

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014.

 

–  ENDS  –

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

 

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

 

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

 

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

 

Background and reasons for proposed withdrawal from NEX

 

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

 

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

 

Effect of withdrawal from NEX

 

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

 

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

 

Procedure for withdrawal from NEX

 

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

 

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

 

For further information, please contact:

 

 

FOR FURTHER INFORMATION PLEASE CONTACT:

 

Tom Ilube – CEO Crossword Cybersecurity Plc

www.crosswordcybersecurity.com

Tel: +44 208 973 2350

Email: info@crosswordcybersecurity.com

Twitter: @crosswordcyber

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

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014.

 

–  ENDS  –

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

 

Further announcements will be made as necessary.

 

Further information, please contact:

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

 

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

 

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

 

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014.

 

– Ends –

Grant of Options to Employees and Director/PDMR

 

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 9,936 options have been granted under the Company’s Enterprise Management Incentive Scheme (the “EMI Plan”); 2,000 to four employees, and 7,936 to Mary Dowd, the Company’s Finance Director.

The Company adopted the EMI Plan on 21 May 2014. The EMI Plan allows the grantee of options to acquire fully paid Ordinary Shares to eligible employees (“Options”). Options are non-transferable, other than on death, and are non-pensionable.

The 9,936 Options, which were granted on 24 October 2018, vest in three equal tranches on first, second and third anniversary of the date of grant and are exercisable into 9,936 Ordinary Shares at a price of £3.15 per share.

Following this grant of options, the total number of Options outstanding under the EMI Plan will be 49,429. A further 101,415 Options are outstanding under an unapproved share scheme. The total number of Options outstanding following this grant will be 150,844 representing 3.64% of Crossword’s total voting rights.

 

– 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)203 772 0021

 

NEX Corporate Broker

Claire Louise Noyce – CEO, Hybridan LLP

Tel: +44 (0)203 764 2341

Email: claire.noyce@hybridan.com

BUSINESS REVIEW

We are delighted to present our interim results for the period 1st January 2018 to 30th June 2018. Crossword Cybersecurity plc (“Crossword”) continues to invest in sales and marketing and in the first half of 2018 we saw an uplift in revenue of 37% compared to the first half of 2017. For the first time, Crossword achieved a gross profit as our revenue growth outpaced expansion in our cost base. A huge amount of effort is going into building up our sales pipeline with Crossword’s bid pipeline currently standing at £1.4m across over 30 companies in a wide range of sectors.

Cyber security incidents continue to plague business, government and the population at large. The 2018 Cyber Security Breaches Survey released in April revealed that seven in ten of large businesses have reported being a victim of a cyber-attack and a similar number of large charities have been hit too. In April 2018, the National Crime Agency pointed to their success in taking down a hacking site that had disrupted the operations of seven major international banks. In the recent British Airways hack, 380,000 card payments were compromised. There were reports of Russian probing of a USA power company grid. In the USA the Department of Justice indicted a group of Iranian hackers for attacking 144 US universities plus 176 universities in 21 other countries. The approach was to “spearfish” university professors, gaining access to their accounts. Millions of pounds worth of valuable intellectual property was exposed in the process. MyFitnessPal, a fitness app was compromised with 150 million emails and passwords put at risk.

Crossword works with universities to commercialise technology based on their extensive cyber research. By mid-2018 we had engaged or explored projects with a group of ten universities including Imperial College, Edinburgh University, EPFL in Switzerland and MIT in the USA as well as Bristol, Warwick, Coventry, Surrey, South Wales and, City, University of London.

Following the implementation of GDPR (General Data Protection Regulation) in May 2018, Crossword is seeing strong interest in Rizikon Assurance, our Software-as-a-Service (SaaS) supplier risk assessment solution based on a recurring revenue model. We invested rapidly in our product sales team and held over two hundred meetings with potential commercial clients during the first half of 2018, building up a healthy sales pipeline. We estimate that the UK market alone for Rizikon Assurance is worth £300m per annum. In addition to rolling out Rizikon, we are enhancing our second product, Nixer, with a focus on identifying attack tools such as credential stuffing and aim to introduce Nixer v1.5 to prospective clients in the coming months.

Crossword completed phase one of its CyberAI initiative, exploring where to apply leading edge Artificial Intelligence and Machine Learning techniques to real world cyber security challenges. CyberAI brought together world leading academic researchers from MIT, Imperial College and Edinburgh University with four major companies: a global investment bank, a FTSE 100 retail bank, a multinational insurance company and a big four professional services firm. In 2018 we started work on refining the specific AI based cyber security idea that emerged from this initial phase into a proof of concept.

Meanwhile, we are seeing continued positive revenue growth from our consulting business, building on its experienced team of ex-military, intelligence and corporate cybersecurity professionals.

CyberOwl, the spin out from Coventry University funded by Mercia Fund Management, launched its product, Medulla, a platform for cyber-risk prioritisation, at European InfoSec 2018. It also appointed Peter Jaco, former Chairman of BeCrypt and an early investor in Digital Shadows, as its Chairman. ByzGen, the spin out based on blockchain work conducted at the University of Warwick and EPFL Switzerland, is making very good progress working with the Ministry of Defence and ATOS amongst others. In September 2018, it received a further £1.5m investment from Regulatory Finance Solutions Limited.

On the corporate front, Crossword appointed Mary Dowd as Finance Director and a Board member. Mary has over 20 years’ experience, working with established companies with turnover of £170m as well as small start-ups. In February 2018, Ruth Anderson joined the Board as a Non-Executive Director. Ruth has over 15 years of experience in the field of security, intelligence, cybercrime and risk management. She is currently Head of IT and Cyber Risk at Lloyds Banking Group and was previously a director of Cyber in the Financial Service Department of KPMG. Ruth previously held senior roles at the Child Exploitation and Online Protection Centre and served in intelligence and security in the British Army, following a degree in Arabic and Modern Middle Eastern Studies from Oxford University. In March 2018, Crossword strengthened its balance sheet with an oversubscribed funding round, raising £2.16m from existing and new investors, including the Chief Executive and other senior Crossword executives.

Crossword Cybersecurity plc was delighted to be awarded NEX Exchange Company of the Year in June 2018. https://www.nexexchange.com/crossword-cybersecurity-plc-nex-exchange-company-of- the-year/

After the end of the half year, Crossword signed a Memorandum of Understanding (MoU) with IP Group, the major main market listed technology transfer company. The MoU sets up an understanding between IP Group and Crossword to commercialise intellectual property originating from university research projects leveraging Crossword’s cybersecurity expertise and IP Groups commercial and financial capability.

PRINCIPAL RISKS AND UNCERTAINTIES

The management of the business and the nature of the Group’s strategy are subject to a number of risks. The Directors have set out below the principal risks facing the business:

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

T Ilube Director

Further information, please contact:

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

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

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

 

 

CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 30 JUNE 2018

Note Unaudited
6 months to 30 June 2018
GBP
Audited
Year ended 31 December 2017
GBP
Unaudited
6 months to 30 June 2017
GBP
TURNOVER 544,052 736,546 396,652
Cost of sales (453,638) (1,062,350) (452,382)
GROSS PROFIT / (LOSS) 90,414 (325,804) (55,730)
Other operating income – research and development tax credits 97,716
Administrative expenses (896,208) (956,126) (485,247)
Share-based payments (18,903) (50,875) (44,536)
Finance income – bank interest receivable 1,958 976 2,882
Finance costs – other interest payable (1,032) (1,402) (1,203)
NET LOSS BEFORE TAXATION (823,772) (1,235,515) (583,834)
Tax expense (2,900) (4,730) (2,133)
LOSS FOR THE PERIOD/YEAR (826,672) (1,240,245) (585,967)
OTHER COMPREHENSIVE INCOME
Items that will not be classified to profit or loss Foreign Exchange Translation Gain/(Loss)
(4,212) 4,265 2,726
TOTAL COMPREHENSIVE LOSS (830,884) (1,235,980) (583,241)
EARNINGS PER SHARE 1 (£0.23) (£0.39) (£0.19)

CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2018

Note Unaudited Group
£
30 June 2018
Audited Group
£
31 Dec 2017
Unaudited
Group
£
30 June 2017
ASSETS
NON-CURRENT ASSETS
Property,
plant and equipment
15,057 12,408 7,703
Intangible
assets
624
Investment
in other unlisted investment and subsidiary
31 31 31
Total non-current assets 15,088 12,439 8,358
CURRENT ASSETS
Trade
and other receivables
355,001 175,813 264,745
Cash
and cash equivalents
1,751,798 490,090 1,067,869
Total current assets 2,106,799 665,903 1,332,614
TOTAL ASSETS 2,121,887 678,342 1,340,972
EQUITY
Attributable
to the owners of the company
Share
capital
199,506 159,173 159,173
Share
premium account
5,627,202 3,555,522 3,555,522
Retained
earnings
(4,013,831) (3,186,833) (2,532,788)
Translation
of foreign operations
3,410 7,529 5,990
Equity
Reserve
69,778 50,875 44,536
TOTAL EQUITY 1,886,065 586,266 1,232,433
LIABILITIES
CURRENT LIABILITIES
Trade
and other payables
235,822 92,076 108,539
Total current liabilities 235,822 92,076 108,539
TOTAL LIABILITIES 235,822 92,076 108,539
TOTAL EQUITY & LIABILITIES 2,121,887 678,342 1,340,972

 

CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY AS AT 30 JUNE 2018

GROUP  

Share Capital

 

Share Premium

 

Retained Earnings

Translation of Foreign

Operations

Equity Reserve  

 

Total

£ £ £ £ £ £
At 1 January 2018 159,173 3,555,522 (3,187,159) 7,623 50,875 586,033
Total comprehensive loss for the period (826,672) (4,212) (830,884)
Issue of shares 40,333 2,071,680 2,112,013
Share-based payments 18,903 18,903
Balance at 30 June 2018 199,506 5,627,202 (4,013,831) 3,410 69,778 1,886,065

 

 

Share Capital

 

Share Premium

 

Retained Earnings

Translation of Foreign

Operations

Equity

Reserve

Total
£ £ £ £ £ £
At 1 January 2017 156,015 3,413,416 (1,946,821) 3,264 1,625,874
Total comprehensive loss for the period (1,240,245) 4,265 (1,235,890)
Issue of shares 3,158 142,106 145,264
Share-based payments 50,875 50,875
Balance at 31 December 2017 159,173 3,555,522 (3,187,066) 7,529 50,875 586,033

 

 

Share Capital

 

Share Premium

 

Retained Earnings

Translation

of Foreign Operations

Equity

Reserve

Total
£ £ £ £ £ £
At 1 January 2017 156,015 3,413,416 (1,946,821) 3,264 1,625,874
Total comprehensive loss for the period (585,967) 2,726 (583,241)
Issue of shares 3,158 142,106 145,264
Share-based payments 44,536 44,536
Balance at 30 June 2017 159,173 3,555,522 (2,532,788) 5,990 44,536 1,232,433

 

CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 30 JUNE 2018

 

Unaudited 30 June

2018

Audited 31 Dec

2017

Unaudited 30 June

2017

£ £ £
CASH FLOWS FROM OPERATING ACTIVITIES
 

Cash generated by operations

 

         (841,173)        

 

(1,192,688)      

 

(621,805)     

NET CASH OUTFLOW FROM OPERATING ACTIVITIES          (841,173)         (1,192,688)       (621,805)     
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (4,920) (15,657) (7,222)
Purchase of shares in other unlisted investment
NET CASH OUTFLOW FROM INVESTING ACTIVITIES              (4,920)             (15,657)          (7,222)      
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares 2,112,013 145,264 145,264
NET CASH INFLOW FROM INVESTING ACTIVITIES 2,112,013 145,264 145,264
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS  

1,265,920

 

(1,063,081)

 

(483,763)

 

FOREIGN CURRENCY TRANSLATION DIFFERENCE

 

(4,212)

 

4,265

 

2,726

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD  

490,090

 

1,548,906

 

1,548,906

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD  

1,751,798

 

490,090

 

1,067,869

Cash and cash equivalents relate solely to amounts held on demand at recognised financial institutions.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2018

ACCOUNTING POLICIES

The Group and its operations
Crossword Cybersecurity plc’s condensed consolidated interim financial statements (the interim financial statements) are presented in pounds sterling (£), which is also the functional currency of the parent company. These interim financial statements were approved for issue by the Board of Directors on 27 September 2018.

 The financial information set out in these interim financial statements does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The Group’s statutory financial statements for the year ended 31 December 2017 have been filed with the Registrar of Companies. The auditor’s report on those financial statements was unqualified and did not contain a statement under Section 498(2) of the Companies Act 2006.

 The interim results have not been reviewed by the auditors of the Company.

Basis of preparation of financial statements
These interim financial statements are for the six month period ended 30 June 2018. They have been prepared following the recognition and measurement principles of IFRS. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2017.

 These interim financial statements have been prepared on a going concern basis, under the historical cost convention.

 These interim financial statements have been prepared in accordance with the accounting policies adopted in the last annual financial statements for the year to 31 December 2017.

 Notes

1. Earnings per share

The calculation of earnings per share is based on the loss attributable to ordinary shareholders divided by the average number of shares in issue during the period.