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DJ Crossword Cybersecurity Plc : Statement Re Completion Of Placing And Subscription And Directors Dealings

 
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 
 
   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 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 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 GBP1.4 million at a 
Placing Price of GBP1.90 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 GBP260,995 
as further detailed below. 
 
 
 
 
             Holding prior to the announcement of Proposed Placing   Number of Subscription Shares acquired pursuant to   Immediately following Admission of the Placing and 
                                and Subscription                                the Placing and Subscription                                 Subscription 
            Number of Ordinary                                                                                               Number of 
                  Shares             % of issued share capital                   Number of Ordinary Shares                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   Number of Subscription Shares acquired pursuant to   Immediately following Admission of the Placing and 
                                 and Subscription                                the Placing and Subscription                                 Subscription 
                 Number of                                                                                                   Number of 
              Ordinary Shares        % of issued share capital                    Number of Ordinary Shares               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             Initial Notification 
 /Amendment 
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               Ord Shares of 5.0p each 

(MORE TO FOLLOW) Dow Jones Newswires

November 17, 2016 03:30 ET (08:30 GMT)

DJ Crossword Cybersecurity Plc : Statement Re -2-

 Financial instrument, type 
 of instrument 
 Identification code 
Nature of the transaction        Subscription 
Price(s) and volume(s)           Price(s) GBP1.90 
                                  Volume(s) 132,103 
Aggregated information 
                                   736,842 shares 
 --    Aggregated volume           GBP1.90 per share 
 
 --    Price 
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             Initial Notification 
 /Amendment 
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               Ord Shares of 5.0p each 
 Financial instrument, type 
 of instrument 
 Identification code 
Nature of the transaction        Subscription 
Price(s) and volume(s)            Price(s) GBP1.90 
                                   Volume(s) 5,263 
Aggregated information 
                                   736,842 shares 
 --    Aggregated volume           GBP1.90 per share 
 
 --    Price 
Date of the transaction          2016-11-17 
Place of the transaction         ISDX Growth Market (CCS) 
 
   - 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 03:30 ET (08:30 GMT)