Crossword Cybersecurity
Plc
Issue of Loan
Notes and Related Party Transactions
5
March 2024 - London, UK - Crossword Cybersecurity
Plc (AIM:CCS,
"Crossword", the "Company" or the "Group"), the cybersecurity
solutions company focused on cyber strategy and risk, today
announces that it has entered into agreements for five year,
unsecured, convertible loans to the value of £275,000, including
certain directors of the Company. Following
the issue of these loan notes, the Company has fully utilised the
£2.5m additional debt capacity authorised at the general meeting
held on 27 July 2023.
The Company intends to use the £275k
funding to provide additional working capital as the Company
focuses on achieving EBITDA and cash breakeven in the second half
of 2024.
The terms of the loan are as
follows;
|
Term
|
Five Years from the date of the loan
agreement
|
|
Interest rate
|
12 per cent., payable
quarterly
|
|
Early Repayment
|
At the company's sole discretion,
subject to a minimum repayment amount of £10,000
|
|
Form of repayment
|
Either in cash or in Crossword
ordinary shares of 0.5p each ("Ordinary Shares"). The conversion
price for Ordinary Shares will be 4.50p for each Ordinary Share
("Conversion Price") which equates to the middle market price
per share of the Ordinary Shares (as derived from the daily
official list of the London Stock Exchange) on the last Business
Day before the date of the Loan Agreements.
|
|
Warrants
|
On repayment of the loans in cash,
each lender will be issued warrants valid for three months to
subscribe for Ordinary Shares representing 10 per cent. of the
value of the Loan at the Conversion Price
|
Following the above issue of loan
notes, the Company has convertible loan notes of £4,395,000, with
expiry dates from June 2025 to March 2029.
Related party transactions
Tom Ilube (CEO), Sir Richard
Dearlove (Non-Executive Chair) and David Secher (Non-Executive
Director) have been issued loan notes on the same terms as other
investors, to the value of £40,000, £15,000, and £10,000
respectively. These loans constitute related party transactions
under Rule 13 of the AIM Rules for Companies. The Independent
Directors, being those other than Tom Ilube, Sir Richard Dearlove
and David Secher consider, having consulted with the Company's
Nominated Adviser, that the terms of Tom Ilube, Sir Richard
Dearlove and David Secher's loans are fair and reasonable insofar
as the Company's shareholders are concerned.
- Ends -
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 (the "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 the 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
Mary Dowd, Chief Financial
Officer
Grant Thornton (Nominated Adviser) - Tel: +44 (0) 20 7383 5100
Colin Aaronson / Jamie Barklem /
Ciara Donnelly
Hybridan LLP (Broker) - Tel:
+44 (0)203 764 2341
Claire Louise Noyce
For
media enquiries contact:
Duncan Gurney, GingerPR
duncan@gingerpr.co.uk - Tel: +44
(0)1932 485 300
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 and Arc breached
credentials tracking platforms, 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
is traded on the AIM market of the London Stock
Exchange.
Visit Crossword at
https://www.crosswordcybersecurity.com/