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.
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
NEX Corporate Advisor
Nick Michaels and Jon Isaacs, Alfred Henry Corporate Finance Limited
Tel: +44 (0)207 251 3762
NEX Corporate Broker
Claire Louise Noyce - CEO, Hybridan LLP
Tel: +44 (0)203 764 2341
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.
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