Crossword Cybersecurity Plc
£500,500 equity fundraising including Director's subscription
18 July 2024 - London, UK Crossword Cybersecurity Plc (AIM:CCS, "Crossword", the "Company" or the "Group"), the cybersecurity solutions company focused on cyber strategy and risk, is pleased to announce that it has raised gross proceeds of approximately £500,500 through a placing ("Placing") and direct subscription (the "Subscription") (together, the "Fundraise") of 10,010,000 new ordinary shares of 0.5p each in the capital of Crossword ("Ordinary Shares") at a price of 5 pence per Ordinary Share (the "Issue Price").
The Fundraise comprised the Placing of 6,010,000 Ordinary Shares to raise approximately £300,500 from new and existing shareholders, conducted by Hybridan LLP, and the Subscription by the Company's CEO, Tom Ilube, of 4,000,000 Ordinary Shares to raise a further £200,000.
The Company intends to apply proceeds from the Fundraise to provide additional working capital as the Company continues to focus on achieving EBITDA and cash breakeven in H2 2024. The Issue Price represents a 27% discount to the closing mid-price on 17 July 2024.
Admission and Total Voting Rights
Application has been made for the admission of the 10,010,000 Ordinary Shares, which rank pari passu with the Company's existing issued Ordinary Shares, to trading on AIM. Dealings on AIM are expected to commence at 8:00am on or around 23 July 2024 ("Admission").
For the purposes of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules (the "DTRs"), following Admission, Crossword will have 111,476,867 Ordinary Shares in issue with voting rights attached. Crossword holds no shares in treasury. This figure of 111,476,867 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 to their interest in the Company, under the DTRs.
Related party transaction
The Subscription by Tom Ilube constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. The Company's Independent Directors, being the Directors other than Tom Ilube, consider, having consulted with the Company's Nominated Adviser, that the terms of Tom Ilube's Subscription are fair and reasonable insofar as the Company's shareholders are concerned.
Director's participation
The beneficial holding of Tom Ilube following Admission of the new Ordinary Shares is set out below:
| Director | Total Ordinary Shares held on Admission | % of issued share capital held on Admission |
| Tom Ilube | 18,667,260 | 16.7% |
Further details are set out in the PDMR form below, made in accordance with the Market Abuse Regulation (EU) No. 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018.
The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 ("UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of UK MAR. 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) 333 090 2587
Email: info@crosswordcybersecurity.com
Tom Ilube, Chief Executive Officer
Rose Clark, Chief Financial Officer
Grant Thornton (Nominated Adviser) - Tel: +44 (0) 20 7383 5100
Colin Aaronson / Jamie Barklem / Ciara Donnelly / Elliot Peters
Hybridan LLP (Broker) - Tel: +44 (0)203 764 2341
Claire Louise Noyce
About Crossword Cybersecurity plc
Crossword offers a range of cyber security solutions to help companies understand and reduce cyber security risk. We do this through a combination of people and technology, in the form of SaaS and software products, consulting, and managed services. Crossword's areas of emphasis are cyber security strategy and risk, supply chain cyber, threat detection and response, and digital identity and the aim is to build up a portfolio of cyber security products and services with recurring revenue models in these four areas. We work closely with UK universities and our products and services are often powered by academic research-driven insights. In the area of cybersecurity strategy and risk our consulting services include cyber maturity assessments, industry certifications, and virtual chief information security officer (vCISO) managed services.
Crossword's end-to-end supply chain cyber standard operating model (SCC SOM) is supported by our best-selling SaaS platform, Rizikon Assurance, along with cost-effective cyber audits, security testing services and complete managed services for supply chain cyber risk management. Threat detection and response services include our Nightingale AI-based network monitoring, our Trillion™ suite of threat intelligence products, Trillion Breach, Harvista and Arc and incident response. Crossword's work in digital identity is based on the World Wide Web Consortium W3C verifiable credentials standard and our current solution, Identiproof, enables secure digital verification of individuals to prevent fraud.
Crossword serves medium and large clients including FTSE 100, FTSE 250 and S&P listed companies in various sectors, such as defence, insurance, investment and retail banks, private equity, education, technology and manufacturing and has offices in the UK, Poland and Oman. Crossword's ordinary shares are admitted to trading on the AIM market of the London Stock Exchange.
Visit Crossword at https://www.crosswordcybersecurity.com/
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 | Tom Ilube |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Executive Officer
|
| 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 | Ordinary shares of 0.5p each
GB00BNG2LT65 |
| b) | Nature of the transaction | Subscription for ordinary shares |
| c) | Price(s) and volume(s)
| Price 5.0p Volume 4,000,000 |
| d)
| Aggregated information | N/A |
| e) | Date of the transaction | 17 July 2024 |
| f) | Place of the transaction | Outside a trading venue |
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