Issue of Options to Employees and Directors

5 June 2019

Crossword Cybersecurity plc

(“Crossword ” or the ”Company”)

Issue of Options to Employees and Directors

Crossword Cybersecurity plc (AIM: CCS, “Crossword”, the “Company” or the “Group”), the cyber security technology commercialisation company, is pleased to announce that it has granted 42,354 options comprising 29,000 options under the Company’s Enterprise Management Incentive Scheme (the “EMI Plan”) and 13,354 options under the Non Tax Advantaged Plan.

Included in the above number are options to Directors 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 4,587 ordinary shares of £0.05 each in the Company (“Ordinary Shares”) at an exercise price of £5.45 per share.
Following this grant, Sir Richard Dearlove holds options over 24,502 Ordinary Shares in the Company.

Mary Dowd
The Company today has granted to Mary Dowd an option pursuant to the rules of the EMI Plan to acquire 10,000 Ordinary Shares at an exercise price of £5.45 per share.
Following this grant, Mary Dowd holds options over 17,936 Ordinary Shares.

Included in the 29,000 options granted under the EMI plan are the following options granted to members of the Company’s senior management.

Jake Holloway
The Company today has granted to Jake Holloway an option pursuant to the rules of the EMI Plan to acquire 5,000 Ordinary Shares at an exercise price of £5.45 per share.
Following this grant, Jake Holloway remains directly interested in 1,852 Ordinary Shares representing 0.04% of the Company’s total voting rights and options over 12,993 Ordinary Shares.

Stuart Jubb
The Company today has granted to Stuart Jubb an option pursuant to the rules of the EMI Plan to acquire 5,000 Ordinary Shares at an exercise price of £5.45 per share.
Following this grant, Stuart Jubb remains directly interested in 17,379 Ordinary Shares representing 0.37% of the Company’s total voting rights and options over 10,000 Ordinary Shares.

Of the 42,354 options granted, 36,837 Options, which were granted on 4 June 2019, vest in three equal tranches on first, second and third anniversary of the date of grant and are exercisable into 36,837 Ordinary Shares at a price of £5.45 per share and, 5,517 Options, which were granted on 16 January 2019 and vest in three equal tranches, on first, second and third anniversary of the date of grant and are exercisable into 5,517 Ordinary Shares at a price of £2.90 per share.

Following this grant of options, the total number of Options outstanding under the EMI Plan will be 76,429. A further 114,769 Options are outstanding under an unapproved share scheme. The total number of Options outstanding following this grant will be 191,198 representing 4.08% 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 Chairmanb) 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 instrument
Identification code Options to acquire ordinary shares of 5p each

For Ordinary Shares: GB00BPFJXS57
b) Nature of the transaction Granting of options
c) Price(s) and volume(s) Price £5.45 Volume 4,587
d) Aggregated information Price £5.45 Volume 4,587
e) Date of the transaction 03/06/2019
f) Place of the transaction Off-market transaction

1. Details of the person discharging managerial responsibilities / person closely associated
a) Name Mary Dowd

2. Reason for the notification
a) Position/status Finance Director

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 instrument
Identification code Options to acquire ordinary shares of 5p each

For Ordinary Shares: GB00BPFJXS57
b) Nature of the transaction Granting of options
c) Price(s) and volume(s) Price £5.45 Volume 10,000
d) Aggregated information Price £5.45 Volume 10,000
e) Date of the transaction 03/06/2019
f) Place of the transaction Off-market transaction

1. Details of the person discharging managerial responsibilities / person closely associated
a) Name Jake Holloway

2. Reason for the notification
a) Position/status Business Development Director

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 instrument
Identification code Options to acquire ordinary shares of 5p each

For Ordinary Shares: GB00BPFJXS57
b) Nature of the transaction Granting of options
c) Price(s) and volume(s) Price £5.45 Volume 5,000
d) Aggregated information Price £5.45 Volume 5,000
e) Date of the transaction 03/06/2019
f) Place of the transaction Off-market transaction

1. Details of the person discharging managerial responsibilities / person closely associated
a) Name Stuart Jubb

2. Reason for the notification
a) Position/status Managing Director – Consulting

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 instrument
Identification code Options to acquire Ordinary shares of 5p each

For Ordinary Shares: GB00BPFJXS57
b) Nature of the transaction Granting of options
c) Price(s) and volume(s) Price £5.45 Volume 5,000
d) Aggregated information Price £5.45 Volume 5,000
e) Date of the transaction 03/06/2019
f) Place of the transaction Off-market transaction

– Ends –

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

Contacts
Crossword Cybersecurity plc – Tel: +44 (0) 20 3953 8460
Email: info@crosswordcybersecurity.com
Tom Ilube, Chief Executive Officer
Mary Dowd, Finance Director

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

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

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

London, UK – March 19, 2019– Crossword Cybersecurity plc (AIM:CCS, “Crossword”), the cyber security technology commercialisation company, has today announced the appointment of a new Advisory Board made up of senior figures from academia, the corporate world and government. The new Advisory Board, chaired by former GlaxoSmithKline & NHS CISO, Dr Robert Coles, will provide a range of unique perspectives on cyber security that will benefit Crossword clients and inform Crossword’s product development strategy.

Crossword’s world class Advisory Board brings together:

The Advisory Board will meet on a quarterly basis and as part of its responsibilities will:

Tom Ilube, CEO of Crossword, commented “Crossword is exceptionally fortunate to be able to attract such a world class group of senior industry figures to our new Advisory Board. We have big plans for the future and being able to draw upon the guidance, advice and networks of our new advisors will be invaluable.”

Prior to his time at the NHS, Dr Robert Coles worked for GlaxoSmithKline (GSK) from 2013 and was the company’s Chief Information Security Officer (CISO). Before GSK, Dr Coles served as CISO for the National Grid and Merrill Lynch. Dr Coles is an Honorary Professor at UCL and Visiting Professor at Royal Holloway, University of London and has extensive links with major industry information security networking groups and government security agencies.

General Sir Nick Houghton was Chief of the Defence Staff of the British Armed Forces, before retiring in 2016. Educated at Sandhurst and Oxford, General Houghton commanded 1st Battalion The Green Howards and an Infantry Brigade in Northern Ireland. Following his retirement from the army, General Houghton, an existing adviser to Crossword, became the 160th Constable of the Tower of London and a Trustee of Historic Royal Palaces and joined the House of Lords in 2017 as a crossbench peer, becoming Baron Houghton of Richmond.

Professor Nick Jennings CB FREng worked for the UK Government as the Chief Scientific Advisor for National Security from 2010 to 2015. Currently, Professor Jennings is the Vice-Provost for Research and Enterprise, as well as a Professor in Artificial Intelligence, at Imperial College London. Prior to joining Imperial College, Professor Jennings was the Regius Professor of Computer Science at the University of Southampton – the first holder of that title in the institution’s history. Jennings is an internationally recognised authority in the areas of artificial intelligence, autonomous systems, agent-based computing and cyber security. Professor Jennings has been a Senior Adviser to Crossword since 2016.

Fellow academic, Dr Una-May O’Reilly joined the MIT Computer Science and Artificial Intelligence Lab, Boston, as a Post-Doctoral Associate in 1996. Dr O’Reilly is the Founder and Principal Research Scientist of the AnyScale Learning For All (ALFA) Group at MIT-CSAIL. ALFA conducts research projects in artificial adversarial intelligence related to cybersecurity, MOOC data analytics, and data-driven medical modeling. As well as her academic prowess, O’Reilly brings to the board her extensive international connections.

 

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)20 3764 2341

Claire Louise Noyce

 

Media contact

Lorena Duke, Ginger PR Ltd – Tel: +44 (0) 19 3248 5300

Email: Lorena@gingerpr.co.uk

 

About Crossword Cybersecurity

Crossword Cybersecurity plc (AIM:CCS) is a technology commercialisation company focusing exclusively on the cyber security sector. We work with research intensive European university partners to identify promising cyber security intellectual property (IP) from research that our industry partners tell us meet emerging real-world challenges.

Our specialist cyber security software engineering team works with our university partners to develop research concepts into fully-fledged commercial products, that we then take to market. Our consulting team works with clients to address their cyber security challenges – by providing strategy, assessment and risk management services.

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.