21 November 2019 – London, UK – Crossword Cybersecurity Plc (AIM:CCS, “Crossword”, the “Company” or the “Group”), the technology commercialisation company focused solely on cyber security and risk, announces today that it will be shortly publishing a circular convening a general meeting to take place on 10 December 2019 (the “Circular”) at which a special resolution will be proposed in connection with a proposed technical adjustment to the borrowing limits in the Company’s articles of association (the “Articles”).
The special resolution will, if passed, amend the Articles such that the Group’s borrowing powers will be limited to the greater of £1,500,000 and an amount equal to 20% of the Adjusted Capital and Reserves (as defined by the Articles). Amending the borrowing powers in the Articles will enable the Company to enter into three year convertible loan agreements up to the value of £1,275,000, for which the Company has non binding commitments, subject to passage of the resolution at the general meeting. Included among the commitments is one from Tom Ilube, CEO, for an amount of £250,000.
By virtue of its size, Mr Ilube’s loan constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. The Independent Directors, being the Directors other than Tom Ilube consider, having consulted with the Company’s Nominated adviser, that the terms of Mr Ilube’s loan are fair and reasonable insofar as the Company’s Shareholders are concerned.
The loans, which are unsecured, will have warrants attached which would enable loan note holders to acquire shares to the value of 10 per cent. of the value of their loans calculated at the date before the loans were agreed.
The Circular, which will shortly be posted to shareholders and will be available on the Company’s website on www.crosswordcybersecurity.com, contains further details regarding the resolution to be put at the general meeting and also contains a notice convening a general meeting to be held at the offices of Shakespeare Martineau LLP at 60 Gracechurch Street, London EC3V, United Kingdom at 3:00 p.m. on 10 December 2019.
A further announcement will be made on posting of the Circular.
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
Crossword Cybersecurity plc – Tel: +44 (0) 20 3953 8460
Tom Ilube, Chief Executive Officer
Mary Dowd, Finance Director
Grant Thornton UK LLP (Nominated Adviser) – Tel: +44 (0) 20 7383 5100
Colin Aaronson / Jamie Barklem / Niall McDonald
Hybridan LLP (Broker) – Tel: +44 (0)203 764 2341
Claire Louise Noyce
About Crossword Cybersecurity plc
Crossword Cybersecurity plc focuses on the development and commercialisation of university research-based cyber security and risk management related software and cyber security consulting. The Group’s specialist cyber security product development and software engineering teams work with its university partners to develop the research concept into a fully-fledged commercial product that it will then take to market. The Group’s aim is to build up a portfolio of revenue generating, intellectual property based, cyber security products. Rizikon Assurance, Crossword’s leading product, is a SaaS platform that enables medium to large companies to assess and manage all risks from their suppliers. Nixer CyberML, Crossword’s most recently launched product, is a new tool for businesses that want to solve advanced security and cybercrime problems, such as detecting and dealing with compromised accounts, fraud and in-application denial of service attacks.
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