Statement re completion of fundraise
02/02/2022 06:59
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RNS Number : 3948A CYBA PLC 02 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.
2 February 2022
CYBA plc
Acquisition of Narf Industries PR LLC and Narf Industries LLC ("Narf")
And
Placings to raise gross proceeds of £6 million for Working Capital and
Acquisition
The Company announces that it has completed its fundraise for both the working
capital of the Enlarged Group, together with the cash portion in respect of
the acquisition of Narf, for a combined total of £6 million (the
"Placings"), at a deemed issue price of two pence per share ("Placing Price").
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 only
remaining conditions for the Transaction are the passing of various
resolutions set out in a notice of meeting contained in the Prospectus
("Resolutions"), the Prospectus approval, and readmission of the Company and
its shares to the Official list ("Readmission"). The Company is in the process
of finalising the Prospectus, which it intends to publish as soon as possible
following final approval from the FCA. 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 ("Prospectus").
A further announcement on the timing of the Acquisition, publication of the
Prospectus and issue of the notice of meeting will follow.
ENDS
About CYBA plc
CYBA plc ("CYBA") is a special purpose acquisition company ("SPAC") 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.
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
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relevant local law or regulation in any such jurisdiction.
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.
The Company uses the words ''anticipates'', ''estimates'', ''expects'',
''believes'', ''intends'', ''plans'', ''may'', ''will'', ''should'', and any
similar expressions to identify forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors that could cause the Company's actual results,
performances or achievements to be materially different from any future
results, performances or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are based on
numerous assumptions regarding present and future business strategies and the
environment in which the Company will operate in the future. These
forward-looking statements speak only as at the date of this announcement. The
Company is not obliged, and does not intend, to update or to revise any
forward-looking statements, whether as a result of new information, future
events or otherwise except to the extent required by any applicable law or
regulation. All subsequent written or oral forward-looking statements
attributable to the Company, or persons acting on behalf of the Company, are
expressly qualified in their entirety by the cautionary statements contained
throughout this announcement. As a result of these risks, uncertainties and
assumptions, a prospective investor should not place undue reliance on these
forward-looking statements.
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