THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of Crossword Cybersecurity plc or other evaluation of any securities of Crossword Cybersecurity plc or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.
This announcement contains inside information.
November 17, 2016
Crossword Cybersecurity plc
Completion of Placing and Subscription and Directors Dealings
Crossword Cybersecurity Plc (ISDX:CCS, "Crossword" or the "Company"), the technology commercialisation company focusing exclusively on the cyber security sector, is pleased to announce that, further to the Company's announcement earlier today outlining the proposed Placing by Hybridan LLP ("Hybridan") on behalf of the Company of up to 217,895 new Ordinary Shares of £0.05 per share par value in Crossword ("Ordinary Shares") ("Placing Shares") at a subscription price of £1.90 per Placing Share (the "Placing Price") and the subscription of 518,947 new Ordinary Shares (the "Subscription Shares") at the Placing Price (the "Subscription") , the Company has successfully placed 736,842 new Ordinary Shares and raised gross proceeds totalling £1.4 million at a Placing Price of £1.90 per share. Hybridan is acting as broker ("Broker") to the Company in respect of the Placing.
As part of the Subscription, Tom Ilube, Chief Executive Officer and Dr David Secher, Non-Executive Director, today agreed to subscribe for, in aggregate, 137,366 new Ordinary Shares to raise proceeds of £260,995 as further detailed below.
| Holding prior to the announcement of Proposed Placing and Subscription | Number of Subscription Shares acquired pursuant to the Placing and Subscription | Immediately following Admission of the Placing and Subscription | |||
| 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* | 1,252,786 | 52.6 | 132,103 | 1,384,889 | 44.4 |
| Dr David Secher | 21,102 | 0.9 | 5,263 | 26,365 | 0.8 |
| Professor David Stupples | 5,263 | 0.2 | - | 5,263 | 0.2 |
| Gordon Matthew | - | - | - | - | - |
| Andrew Gueritz | - | - | - | - | - |
* Thomas Ilube's shareholding prior to the Placing and Subscription is made up of 1,097,342 shares held by him personally and 155,444 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 Subscription | Number of Subscription Shares acquired pursuant to the Placing and Subscription | Immediately following Admission of the Placing and Subscription | |||
| Number of Ordinary Shares | % of issued share capital | Number of Ordinary Shares | Number of Ordinary Shares | % of issued share capital | |
| Moulton Goodies | 236,842 | 9.94 | 52,632 | 289,474 | 9.3 |
| Steven Gee | 152,341 | 6.39 | 39,474 | 191,815 | 6.1 |
| Maurice Zimmerman | 152,341 | 6.39 | 26,316 | 178,657 | 5.7 |
| Matthew O'Sullivan | 105,263 | 4.2 | - | 105,263 | 3.4 |
| Tariq Hussain | 77,290 | 3.24 | 17,368 | 94,658 | 3.0 |
SHARE CAPITAL FOLLOWING THE PLACING AND SUBSCRIPTION
Application will be made for the Placing Shares and Subscription Shares to be admitted to trading on ISDX Growth Market. It is expected that Admission of the Shares will become effective and that dealings will commence in the Placing Shares and Subscription Shares by 8.00 a.m. on or around 24 November 2016.
Following admission of the Placing Shares and Subscription Shares, the Company's enlarged issued share capital will comprise 3,120,250 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.
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 ISDX Corporate Advisor Nick Michaels and Jon Isaacs, Alfred Henry Corporate Finance Limited www.alfredhenry.com Tel: +44 (0)207 251 3762 ISDX Corporate Broker Claire Louise Noyce - CEO, Hybridan LLP Tel: +44 (0)203 764 2341 Email: claire.noyce@hybridan.com
Note regarding forward-looking statements:
This announcement contains certain forward looking statements relating to the Company's future prospects, developments and business strategies. Forward looking statements are identified by their use of terms and phrases such as "targets" "estimates", "envisages", "believes", "expects", "aims", "intends", "plans", "will", "may", "anticipates", "would", "could" or similar expressions or the negative of those, variations or comparable expressions, including references to assumptions.
The forward looking statements in this announcement are based on current expectations and are subject to risks and uncertainties which could cause actual results to differ materially from those expressed or implied by those statements. These forward looking statements relate only to the position as at the date of this announcement. Neither the Directors nor the Company undertake any obligation to update forward looking statements, other than as required by the ISDX Growth Market Rules for Issuers or by the rules of any other applicable securities regulatory authority, whether as a result of the information, future events or otherwise. You are advised to read this announcement and the information incorporated by reference herein, in its entirety. The events described in the forward-looking statements made in this announcement may not occur.
Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this announcement.
Any person receiving this announcement is advised to exercise caution in relation to the Placing and Subscription. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.
Regulatory
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them:
| Details of the person discharging managerial responsibilities / person closely associated | |
| Name | Thomas Ilube |
| Reason for the notification | |
| Position/status | Chief Executive Officer |
| Initial notification /Amendment | Initial Notification |
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| Name | Crossword Cybersecurity plc |
| LEI | |
| 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 | |
| Description of the Financial instrument, type of instrument Identification code | Ord Shares of 5.0p each |
| Nature of the transaction | Subscription |
| Price(s) and volume(s) | Price(s) £1.90 Volume(s) 132,103 |
| Aggregated information Aggregated volume Price | 736,842 shares £1.90 per share |
| Date of the transaction | 2016-11-17 |
| Place of the transaction | ISDX Growth Market (CCS) |
| Details of the person discharging managerial responsibilities / person closely associated | |
| Name | David Secher |
| Reason for the notification | |
| Position/status | Non-Executive Director |
| Initial notification /Amendment | Initial Notification |
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| Name | Crossword Cybersecurity plc |
| LEI | |
| 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 | |
| Description of the Financial instrument, type of instrument Identification code | Ord Shares of 5.0p each |
| Nature of the transaction | Subscription |
| Price(s) and volume(s) | Price(s) £1.90 Volume(s) 5,263 |
| Aggregated information Aggregated volume Price | 736,842 shares £1.90 per share |
| Date of the transaction | 2016-11-17 |
| Place of the transaction | ISDX Growth Market (CCS) |
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