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DJ Crossword Cybersecurity Plc : Statement Re Proposed Placing And Subscription

 
TIDMCCS 
 
 
   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 
 
   Proposed Placing and Subscription for up to GBP1.4m 
 
   Crossword Cybersecurity Plc (ISDX:CCS, "Crossword" or the "Company"), 
the technology commercialisation company focusing exclusively on the 
cyber security sector, announces today its intention to raise gross 
proceeds of approximately GBP1.4 million by the issue of up to 736,842 
Placing Shares and Subscription Shares (as defined below) , proposed to 
be supported by current shareholders, certain directors and new 
institutional investors. The proposed transactions comprise a placing 
(the "Placing") by Hybridan LLP ("Hybridan") on behalf of the Company of 
up to 217,895 new Ordinary Shares of GBP0.05 per share par value in 
Crossword ("Ordinary Shares") ("Placing Shares") at a subscription price 
of GBP1.90 per Placing Share (the "Placing Price") and subscription of 
up to 518,947 new Ordinary Shares (the "Subscription Shares") at the 
Placing Price (the "Subscription"). Hybridan is acting as broker 
("Broker") to the Company in respect of the Placing. 
 
   It is expected that Admission of the Placing Shares and Subscription 
Shares will become effective and that dealings will commence in the 
Placing Shares and Subscription Shares by 8.00 a.m. on 24 November 2016. 
 
   The Company intends to use the proceeds of the Placing and Subscription 
to invest in: 
 
   --        expanding sales and marketing activities to accelerate sales 
growth; 
 
   --        developing new cybersecurity products based on university 
research; 
 
   --        general working capital. 
 
   Tom Ilube, Crossword CEO, said: 
 
   "The proposed funding is intended to put us in a strong position at a 
key stage of Crossword's growth as we seek to develop our 
commercialisation engagements with some of the UK's leading cyber 
security universities. This proposed funding will enable the development 
of new research driven cybersecurity products alongside the commercial 
roll out of our existing cybersecurity products, Rizikon and Nixer, and 
will position us well to scale up the business." 
 
   Details of the Placing, Subscription and Total Voting Rights 
 
   Pursuant to the Placing and Subscription, the Company proposes to place 
736,842 new Ordinary Shares at the Placing Price to raise approximately 
GBP1.4m. Application will be made for the Placing Shares and 
Subscription Shares to be admitted to ISDX Growth Market and admission 
is expected to occur on 24 November 2016. The Placing Shares and 
Subscription Shares will rank pari passu in all respects with the 
existing Ordinary Shares. 
 
   The Placing and Subscription is conditional, inter alia, upon the 
placing agreement not having been terminated, and admission of the 
Placing Shares and Subscription Shares having occurred by no later than 
24 November 2016 (or such time and date as Hybridan or the Company may 
agree, being not later than 31 December 2016). Neither the Placing or 
Subscription are being underwritten. 
 
   The Placing Shares and Subscription Shares will total approximately 
736,842 new Ordinary Shares and represent 23.6% of the enlarged share 
capital of the Company. 
 
   Following Admission, the Company's enlarged issued share capital will 
comprise 3,120,250 Ordinary Shares. The Company holds no Ordinary Shares 
in treasury, therefore the total number of voting rights in the Company 
will be 3,120,250. 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 their 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 
 
   Notes 
 
   Regulatory 
 
   The Market Abuse Regulation EU 596/2014 ("MAR") became effective from 3 
July 2016. Market soundings, as defined in MAR, were taken in respect of 
the Placing and Subscription with the result that certain persons became 
aware of inside information, as permitted by MAR. That inside 
information is set out in this announcement and has been disclosed as 
soon as possible in accordance with paragraph 7 of article 17 of MAR. 
Therefore, those persons that received inside information in a market 
sounding are no longer in possession of inside information relating to 
the Company and its securities. 
 
   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. 
 
   - Ends - 
 
   This announcement is distributed by Nasdaq Corporate Solutions on behalf 
of Nasdaq Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Crossword Cybersecurity Plc via Globenewswire 
 
 
  https://www.crosswordcybersecurity.com/ 
 

(END) Dow Jones Newswires

November 17, 2016 02:01 ET (07:01 GMT)