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RNS Number : 5449F Crossword Cybersecurity PLC 05 March 2024
Crossword Cybersecurity Plc
Issue of Loan Notes and Related Party Transactions
5 March 2024 - London, UK - Crossword Cybersecurity Plc
(http://www.crosswordcybersecurity.com/) (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/
(https://www.crosswordcybersecurity.com/)
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