4 September 2024

Crossword Cybersecurity Plc

("Crossword", the "Company" or the "Group")

Shareholder Circular and Notice of General Meeting

Crossword Cybersecurity plc (AIM:CCS), the cybersecurity solutions company focused on cyber strategy and risk, announces that a circular convening a general meeting (the "General Meeting") to take place at 11.30 a.m. on 20 September 2024 (the "Circular") will be posted to shareholders today.

The Group currently has in place a borrowing limit set out in the Articles of Association (the "Articles") equal to the greater of £4.5m and an amount equal to 20% of the Adjusted Capital and Reserves. 

On 31 August 2023, the Company announced that Convertible Loan Notes were issued to an investor that included the term that interest is deferred for the life of the loan, unlike previous convertible loan notes issued by the Company where interest is paid quarterly. At that time, the Company should have sought shareholder approval to increase the debt ceiling set out in the Articles to take into account this deferred interest, requiring this approval to be sought now.

As a result, in August 2024 the Company breached the borrowing limit for a period of six days  and this has since been remedied.  The situation needs to be rectified to enable the Company to use existing facilities available to it.

The Board is therefore proposing an increase in the borrowing limit to provide sufficient headroom to account for rolled up interest arising from £2m of the Convertible Loan Notes announced on 31 August 2023.

The Board also wishes to provide the Company with flexibility to allow for the potential use of an invoice financing facility, and bank overdrafts or loans to help manage cash flow over the coming period and if necessary to allow for the issue of further convertible loan notes.

At the General Meeting, a resolution will be proposed to amend the Articles to allow the Company to incur debt up to £5.75m, in aggregate.

The Directors unanimously agree that amending the Articles to enable the Group to borrow the greater of £5.75m and an amount equal to 20% of the Adjusted Capital and Reserves is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution as they intend to do in respect of their own shareholdings which represent 17.55% of the Company's voting.

The General Meeting is to be held at the offices of Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street, London EC3V 0HR at 11.30 a.m. on 20 September 2024. A copy of the Circular will be available on the Company's website, https://www.crosswordcybersecurity.com/company-documents.

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Contacts

Crossword Cybersecurity plc - Tel: +44 (0) 333 090 2587

Email: info@crosswordcybersecurity.com

Stuart Jubb, Chief Executive 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/