THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
27 May 2022
CYBA plc
Warrant Exercises, Directors Shareholding, Issue of Equity and Warrants
CYBA plc ("CYBA" or the "Company") the cybersecurity group specialising in high-end threat intelligence and critical infrastructure security announces a number of share related matters as set out below.
Warrant Exercises
The Company has received notice from Rory Heier, Director of CYBA, of the exercise of warrants to subscribe for 5,000,000 Ordinary Shares at a price of 1 pence per Ordinary Share. Following this exercise, Mr. Heier will hold a total of 11,375,000 Ordinary Shares in the Company, representing 0.7 per cent. of the enlarged issued share capital.
In addition to the above exercise, the Company has also received notice from other warrant holders to subscribe for a total of 2,500,000 Ordinary Shares at a price of 1 pence per Ordinary Share.
Issue of Ordinary Shares
The Company also announces that it has issued 1,000,000 Ordinary Shares at a price of 2 pence per share in lieu of fees to certain advisors.
Warrants Issued to Investors
The Company has also granted Warrants to shareholder Racsor LLC over an aggregate of 50,000,000 Ordinary shares in the Company (the "Grant"). The Warrants have an exercise price of 2 pence per Ordinary Share (being a 33 per cent. premium to the closing mid-market price on 26 May 2022). The Warrants vest immediately and can be exercised at any time up to 24 May 2025.
The Grant represents 2.9 per cent. of the Company's enlarged issued ordinary share capital.
Options issued to Directors
The Company has also agreed to issue options over an aggregate of 25,000,000 Ordinary shares in the Company each to both Rory Heier and Robert Mitchell (the "Options"). The Options have an exercise price of 2 pence per Ordinary Share (being a 33 per cent. premium to the closing mid-market price on 26 May 2022).
The Options vest immediately and can be exercised at any time up to 24 May 2025.
The Options represent 2.9 per cent. of the Company's enlarged issued ordinary share capital.
Total Options and Warrants outstanding
Following the above exercises and grants the following table summarises all options and warrants outstanding as at today's date:
Options
| Name | Number of Options | Grant Date | Vesting Date | Exercise Price |
| Rory Heier | 25,000,000 | 24.5.2022 | 24.5.2025 | £0.02 |
| Robert Mitchell | 25,000,000 | 24.5.2022 | 24.5.2025 | £0.02 |
Warrants
| Name | Number of Options | Grant Date | Vesting Date | Exercise Price |
| Hadron Master Fund Series II | 13,000,000 | 16.2.2022 | 14.3.2022 | £0.02 |
| Racsor LLC | 50,000,000 | 24.5.2022 | 24.5.2025 | £0.02 |
The above represents a total of 6.7% of the Company's enlarged issued share capital.
Admission and Total Voting Rights
Application is being made for admission of 8,500,000 Ordinary Shares to the Official List of the FCA (Standard Segment) and trading on the London Stock Exchange's Main Market for listed securities ("Admission") which is expected to occur at 8 a.m. on or around 6 June 2022.
On Admission the Company will have 1,692,481,100 Ordinary Shares in issue. The Company holds no shares in treasury. Accordingly, the figure of 1,692,481,100 can be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them:
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Rory Heier | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Director | ||||
| b) | Initial notification/ Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Cyba Plc | ||||
| b) | LEI | 213800K484JECP4RK284 | ||||
| 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 | Exercise of warrants over ordinary shares of £0.0001p each in Cyba Plc
GB00BMH18M705 | ||||
| b) | Nature of the transaction | Exercise of Warrants to acquire ordinary shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| N/A
| ||||
| e) | Date of the transaction | 1 May 2022 | ||||
| f) | Place of the transaction | London Stock Exchange | ||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Rory Heier | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Director | ||||
| b) | Initial notification/ Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Cyba Plc | ||||
| b) | LEI | 213800K484JECP4RK284 | ||||
| 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 | Grant of options over ordinary shares of £0.0001p each in Cyba Plc
GB00BMH18M705 | ||||
| b) | Nature of the transaction | Grant of options over ordinary shares | ||||
| c) | Strike Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| N/A
| ||||
| e) | Date of the transaction | 24 May 2022 | ||||
| f) | Place of the transaction | Off-Market | ||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Robert Mitchell | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Director | ||||
| b) | Initial notification/ Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Cyba Plc | ||||
| b) | LEI | 213800K484JECP4RK284 | ||||
| 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 | Grant of options over ordinary shares of £0.0001p each in Cyba Plc
GB00BMH18M705 | ||||
| b) | Nature of the transaction | Grant of options over ordinary shares | ||||
| c) | Strike Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| N/A
| ||||
| e) | Date of the transaction | 24 May 2022 | ||||
| f) | Place of the transaction | Off-Market | ||||
ENDS
| Robert Mitchell | CYBA | Tel: +44 (0) 20 3468 2212 |
| Catherine Leftley/Charlotte Page/Isabel de Salis | St Brides Partners | cyba@stbridespartners.co.uk |
| Peter Krens | Tennyson Securities | Tel: +44 (0)207 186 9030 |
About CYBA plc
CYBA plc (LSE: CYBA) is a UK-listed cyber security group specialising in high-end threat intelligence with a focus on critical infrastructure. Through its 100% owned subsidiary, Narf Industries, the Group leads commissioned cyber security R&D and is commercialising a portfolio of products including a DARPA-backed product (an agency within the US Department of Defence) that can be used by utilities and cyber first responders to restore power to electric grids that have suffered a cyber-attack. The Group aims to further strengthen its portfolio organically and via acquisition; its team of highly qualified cyber security experts is well placed to identify opportunities.
Important notice
The content of this announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 (FSMA). This announcement has been issued by and is the sole responsibility of the Company. The information in this announcement is subject to change. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan or any jurisdiction where to do so might constitute a violation of local securities laws or regulations (a Prohibited Jurisdiction). This announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
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