Issue of Loan Notes and Related Party Transactions

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 (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: [phone]

Email: [e-mail]

Tom Ilube, Chief Executive Officer

Mary Dowd, Chief Financial Officer

Grant Thornton (Nominated Adviser) - Tel: [phone]

Colin Aaronson / Jamie Barklem / Ciara Donnelly

Hybridan LLP (Broker) - Tel: [phone]

Claire Louise Noyce

For media enquiries contact:

Duncan Gurney, GingerPR

[e-mail] - Tel: [phone]

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/

 

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