Issue of Equity
27/05/2022 12:00
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RNS Number : 1072N CYBA PLC 27 May 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
27 May 2022
CYBA plc
Warrant Exercises, Directors Shareholding, Issue of Equity and Warrants
CYBA plc ("CYBA" or the "Company") the cybersecurity group specialising in
high-end threat intelligence and critical infrastructure security announces a
number of share related matters as set out below.
Warrant Exercises
The Company has received notice from Rory Heier, Director of CYBA, of the
exercise of warrants to subscribe for 5,000,000 Ordinary Shares at a price of
1 pence per Ordinary Share. Following this exercise, Mr. Heier will hold a
total of 11,375,000 Ordinary Shares in the Company, representing 0.7 per cent.
of the enlarged issued share capital.
In addition to the above exercise, the Company has also received notice from
other warrant holders to subscribe for a total of 2,500,000 Ordinary Shares at
a price of 1 pence per Ordinary Share.
Issue of Ordinary Shares
The Company also announces that it has issued 1,000,000 Ordinary Shares at a
price of 2 pence per share in lieu of fees to certain advisors.
Warrants Issued to Investors
The Company has also granted Warrants to shareholder Racsor LLC over an
aggregate of 50,000,000 Ordinary shares in the Company (the "Grant"). The
Warrants have an exercise price of 2 pence per Ordinary Share (being a 33 per
cent. premium to the closing mid-market price on 26 May 2022). The Warrants
vest immediately and can be exercised at any time up to 24 May 2025.
The Grant represents 2.9 per cent. of the Company's enlarged issued ordinary
share capital.
Options issued to Directors
The Company has also agreed to issue options over an aggregate of 25,000,000
Ordinary shares in the Company each to both Rory Heier and Robert Mitchell
(the "Options"). The Options have an exercise price of 2 pence per Ordinary
Share (being a 33 per cent. premium to the closing mid-market price on 26 May
2022).
The Options vest immediately and can be exercised at any time up to 24 May
2025.
The Options represent 2.9 per cent. of the Company's enlarged issued ordinary
share capital.
Total Options and Warrants outstanding
Following the above exercises and grants the following table summarises all
options and warrants outstanding as at today's date:
Options
Name Number of Options Grant Date Vesting Date Exercise Price
Rory Heier 25,000,000 24.5.2022 24.5.2025 £0.02
Robert Mitchell 25,000,000 24.5.2022 24.5.2025 £0.02
Warrants
Name Number of Options Grant Date Vesting Date Exercise Price
Hadron Master Fund Series II 13,000,000 16.2.2022 14.3.2022 £0.02
Racsor LLC 50,000,000 24.5.2022 24.5.2025 £0.02
The above represents a total of 6.7% of the Company's enlarged issued share
capital.
Admission and Total Voting Rights
Application is being made for admission of 8,500,000 Ordinary Shares to the
Official List of the FCA (Standard Segment) and trading on the London Stock
Exchange's Main Market for listed securities ("Admission") which is expected
to occur at 8 a.m. on or around 6 June 2022.
On Admission the Company will have 1,692,481,100 Ordinary Shares in issue. The
Company holds no shares in treasury. Accordingly, the figure of 1,692,481,100
can be used by shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change to their interest in, the Company, under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them:
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Rory Heier
2 Reason for the notification
a) Position/status Director
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Cyba Plc
b) LEI 213800K484JECP4RK284
4 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
a) Description of the financial instrument, type of instrument Exercise of warrants over ordinary shares of £0.0001p each in Cyba Plc
Identification code
GB00BMH18M705
b) Nature of the transaction Exercise of Warrants to acquire ordinary shares
c) Price(s) and volume(s) Price(s) Volume(s)
£0.01 5,000,000
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 1 May 2022
f) Place of the transaction London Stock Exchange
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
1 May 2022
f)
Place of the transaction
London Stock Exchange
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Rory Heier
2 Reason for the notification
a) Position/status Director
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Cyba Plc
b) LEI 213800K484JECP4RK284
4 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
a) Description of the financial instrument, type of instrument Grant of options over ordinary shares of £0.0001p each in Cyba Plc
Identification code
GB00BMH18M705
b) Nature of the transaction Grant of options over ordinary shares
c) Strike Price(s) and volume(s) Price(s) Volume(s)
£0.02 25,000,000
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 24 May 2022
f) Place of the transaction Off-Market
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
24 May 2022
f)
Place of the transaction
Off-Market
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Robert Mitchell
2 Reason for the notification
a) Position/status Director
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Cyba Plc
b) LEI 213800K484JECP4RK284
4 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
a) Description of the financial instrument, type of instrument Grant of options over ordinary shares of £0.0001p each in Cyba Plc
Identification code
GB00BMH18M705
b) Nature of the transaction Grant of options over ordinary shares
c) Strike Price(s) and volume(s) Price(s) Volume(s)
£0.02 25,000,000
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 24 May 2022
f) Place of the transaction Off-Market
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
24 May 2022
f)
Place of the transaction
Off-Market
ENDS
Robert Mitchell CYBA Tel: +44 (0) 20 3468 2212
Catherine Leftley/Charlotte Page/Isabel de Salis St Brides Partners cyba@stbridespartners.co.uk
Peter Krens Tennyson Securities Tel: +44 (0)207 186 9030
About CYBA plc
CYBA plc (LSE: CYBA) is a UK-listed cyber security group specialising in
high-end threat intelligence with a focus on critical infrastructure. Through
its 100% owned subsidiary, Narf Industries, the Group leads commissioned cyber
security R&D and is commercialising a portfolio of products including a
DARPA-backed product (an agency within the US Department of Defence) that can
be used by utilities and cyber first responders to restore power to electric
grids that have suffered a cyber-attack. The Group aims to further
strengthen its portfolio organically and via acquisition; its team of highly
qualified cyber security experts is well placed to identify opportunities.
Important notice
The content of this announcement has not been approved by an authorised person
within the meaning of the Financial Services and Markets Act 2000 (FSMA). This
announcement has been issued by and is the sole responsibility of the Company.
The information in this announcement is subject to change. This announcement
is not an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the Securities Act), and may not be
offered or sold, directly or indirectly, in or into the United States, except
pursuant to an applicable exemption from registration. No public offering of
securities is being made in the United States. This announcement is not for
release, publication or distribution, directly or indirectly, in or into the
United States, Australia, Canada, the Republic of South Africa, Japan or any
jurisdiction where to do so might constitute a violation of local securities
laws or regulations (a Prohibited Jurisdiction). This announcement and the
information contained herein are not for release, publication or distribution,
directly or indirectly, to persons in a Prohibited Jurisdiction unless
permitted pursuant to an exemption under the relevant local law or regulation
in any such jurisdiction.
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