Crossword Cybersecurity Plc (NEX:CCS, “Crossword” or the “Company”), the technology commercialisation company focusing exclusively on the cyber security sector, is delighted to announce that, further to the Company’s announcement last week outlining the oversubscribed Placing and Subscription, the Company has issued 800,000 new Ordinary Shares conditional on Admission (as defined below). Defined terms used herein have the same meanings as in the announcement made by the Company last week.
Admission of the new Ordinary Shares is expected to become effective and dealings will commence in new Ordinary Shares by 4pm today.
Following admission of the Placing Shares and Subscription Shares, the Company’s enlarged issued share capital will comprise 3,983,408 Ordinary Shares of 5 pence each with voting rights in the Company. 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 the interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.
As part of the Subscription, Tom Ilube, Chief Executive Officer, subscribed for 22,223 new Ordinary Shares to raise proceeds of £60,002.10 as further detailed below.Holding prior to the announcement of Proposed Placing and SubscriptionNumber of Subscription Shares acquired pursuant to the Placing and SubscriptionImmediately following Admission of the Placing Shares and Subscription Shares Number of Ordinary Shares % of issued share capital Number of Ordinary Shares Number of Ordinary Shares % of issued share capital Sir Richard Dearlove – – – – – Thomas Ilube* 1,359,889 42.72% 22,223 1,382,112 34.70% Dr David Secher 26,365 0.83% – 26,365 0.66% Professor David Stupples 5,263 0.17% – 5,263 0.13% Gordon Matthew – – – – – Andrew Gueritz – – – – – Ruth Anderson – – – – –
* Thomas Ilube’s shareholding prior to the Placing and Subscription is made up of 1,229,445 shares held by him personally and 130,444 held by Beaufort Nominees Limited on his behalf.
Placing Shares and Subscription Shares have been issued to the following substantial shareholders:Holding prior to the announcement of Proposed Placing and SubscriptionNumber of Subscription Shares acquired pursuant to the Placing and SubscriptionImmediately following Admission of the Placing Shares and Subscription Shares Number of Ordinary Shares % of issued share capital Number of Ordinary Shares Number of Ordinary Shares % of issued share capital Moulton Goodies 289,474 9.1% – 289,474 7.3% Steven Gee 191,815 6.0% 37,037 228,852 5.7% Maurice Zimmerman 178,657 5.6% 37,037 215,694 5.4% Brenlen Jinkens 163,158 5.1% 185,185 348,343 8.7% John Taysom 107,995 3.4% 18,519 126,514 3.2% Matthew O’Sullivan 105,263 3.3% – 105,263 2.6%
Tom Ilube, Crossword CEO, said:
“I’m delighted to have received this supportive funding at a high growth phase in the Company’s development as Crossword moves into scale up and commercialisation.”
About Crossword 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 Email: info@crosswordcybersecurity.com
NEX Corporate Advisor Nick Michaels and Jon Isaacs, Alfred Henry Corporate Finance Limited www.alfredhenry.com Tel: +44 (0)203 772 0021
NEX Corporate Broker Claire Louise Noyce – CEO, Hybridan LLP Tel: +44 (0)203 764 2341 Email: claire.noyce@hybridan.com
Regulatory
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Fundraise. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Hybridan LLP will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.
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