Narf Acquisition and Approved Prospectus
17/02/2022 08:30
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RNS Number : 9967B CYBA PLC 17 February 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 (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.
17 February 2022
CYBA plc
Acquisition of Narf Industries PR LLC and Narf Industries LLC ("Narf")
Placing to raise gross proceeds of £6 million for Working Capital and Cash
portion of Acquisition
Issue of Prospectus for Readmission of the Enlarged Share Capital to the
Official List
and
Notice of General Meeting
The Company announces that it has conditionally completed its fundraise for
the working capital for the Enlarged Group and the cash portion in respect of
the acquisition of Narf for a combined total of £6 million gross proceeds
(the "Placings"), at a deemed issue price of two pence per share ("Placing
Price") and issued an approved prospectus to shareholders for the Acquisition,
Placings and Readmission of the Enlarged Group to the Official List
("Prospectus") together with the Notice of General Meeting on Monday 14(th)
March at 10am at the Company's registered office, to consider and if thought
fit, pass, the Resolutions (the "General Meeting").
On 29 July 2021, the Company announced the signing of a conditional agreement
to acquire the entire issued members interests in Narf Industries LLC and Narf
Industries PR LLC ("Narf") (the "Acquisition") for a consideration of
$25,600,000, to be satisfied through the issue of new ordinary shares in the
Company ("Consideration Shares"). Now with the Placings completed, the
Transaction is only conditional upon the passing of various resolutions set
out in a notice of meeting and readmission of the Company and its shares to
the Official List.
Part of the placing will be used for working capital purposes, including:
· Investment in the Narf sales and marketing teams and Narf working
capital: £1,000,000;
· Central costs: £400,000; and
· IP capture and reserve for the costs of future acquisitions
(including Polyswarm, assuming the decision to proceed is made): £1,000,000.
The anticipated market capitalisation of the Enlarged Group will be
approximately £32 million with an issued share capital of 1,624,125,000
ordinary shares. The sellers include co-founder Steve Bassi, also an existing
Director of the Company. As from Readmission, the issued share capital of the
Company will be held as to:
· 33.97% by existing shareholders,
· 18.47% by new investors,
· 45.05% by the Narf members (including Steve Bassi)
· 2.53% by the Directors (excluding Steve Bassi)
Assuming that the Resolutions are duly passed, it is anticipated that
Readmission will occur on 15 March.
The Acquisition of Narf constitutes a reverse takeover for the purposes of the
Listing Rules and requires the publication of a prospectus, prepared in
accordance with the Prospectus Regulation Rules. Full details of the
Acquisition and the Placings can be found in the Prospectus, which can be
found on the Company's website at www.cybaplc.com (http://www.cybaplc.com)
ENDS
About CYBA plc
CYBA plc ("CYBA") is seeking suitable acquisition targets in the Cyber
Security sector. CYBA intends to implement its strategy focussed on building a
group capable of offering Cyber and Cybersecurity solutions in the US and
beyond.
The Company intends to leverage the deep industry knowledge of its board and
associates to undertake due diligence on the commercial attributes of a target
entity's business.
For further information on the Company please visit www.cybaplc.com
(http://www.cybaplc.com/) , with the Company's Prospectus to be found at
www.cybaplc.com/investor-relations/corporate-documents
(http://www.cybaplc.com/investor-relations/corporate-documents) or contact:
Robert Mitchell CYBA Tel: +44 (0) 20 3468 2212
Peter Krens Tennyson Securities Tel: +44 (0)207 186 9030
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.
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Forward-looking statements
Certain statements in this announcement constitute ''forward-looking
statements''. Forward-looking statements include statements concerning the
plans, objectives, goals, strategies and future operations and performance of
the Company and the assumptions underlying these forward-looking statements.
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''believes'', ''intends'', ''plans'', ''may'', ''will'', ''should'', and any
similar expressions to identify forward-looking statements. Such
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forward-looking statements.
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