Crossword Cybersec - Publication of Circular
Publication of Circular
The general meeting will be held at the offices of
Tom Ilube, Chief Executive Officer, commented:
"We are grateful to our investors for their support, and are confident this will help us in achieving our growth objectives."
An extract from the Circular is set out below.
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
Email: [email protected]
Tom Ilube, Chief Executive Officer
For media enquiries contact:
[email protected], 01932 485 300
LETTER FROM THE CHAIRMAN OF CROSSWORD CYBERSECURITY PLC
Proposed issue of debt securities
Proposed amendment to the Company's Articles of Association
Notice of General Meeting
As noted in the Company's Trading Update and Financing announcement on 24th
I am therefore writing to provide you with details of the proposed
2 INFORMATION ON CROSSWORD CYBERSECURITY PLC
Rizikon Assurance, Crossword's leading product, is a SaaS platform that enables medium to large companies to assess the cyber maturity and GDPR readiness of their suppliers and to assess compliance with their requirements across a range of criteria. The Group's second principal product, Nixer CyberML was launched on
Crossword's team of expert cyber security consultants leverages years of experience in national security, defence and commercial cyber intelligence and operations to provide bespoke advice tailored to its clients' business needs.
3 BACKGROUND TO, AND REASONS FOR, THE LOANS
Crossword was admitted to AIM in
Since admission to AIM, Rizikon Assurance has gained traction with some notable client wins and a large increase in its pipeline. Rizikon Assurance 2.0 was launched in
To continue with growth plans, Crossword requires additional funding. With the current market turmoil due to economic uncertainty exacerbated by Brexit and international trade wars, the Board concluded that a convertible loan would be the most appropriate means of attracting investors and of satisfying the Group's near to mid-term working capital needs and to fund its growth plans. The interest payments will be serviced from current cashflows.
The Loans, for which the Company has received commitments of
Three years from the date of the loan agreement
12 per cent., payable quarterly in arrears
At the Company's sole option, subject to a minimum repayment amount of
Form of repayment
In cash, save that each lender may opt to convert part or all of their loan into Ordinary Shares at a price the closing mid-price per Ordinary Share on the last practicable date before the date of the Loan Agreement
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
The terms of the loans will allow lenders who have accepted repayment of the loans in cash (rather than elected for conversion before repayment) to be issued warrants at the same price per share as the conversion price within three months after repayment.
4 USE OF PROCEEDS
The proceeds of the loans will be used for near to mid-term working capital requirements and to fund the Group's growth plans including continued sales of products and further product development.
5 RELATED PARTY TRANSACTION
Included among the commitments is one from Tom Ilube, CEO, for an amount of
6 GENERAL MEETING
Set out at the end of this document is a notice convening the General Meeting to be held at the offices of
THAT the Articles be amended by deleting the current Article 113.2 in its entirety and replacing it with the following Article 113.2:
"The Board shall restrict the borrowings of the Company and exercise all voting and other rights and powers of control exercisable by the Company in respect of its subsidiary undertakings so as to procure (as regards its subsidiary undertakings in so far as it can procure by such exercise) that the aggregate principal amount at any one time outstanding in respect of monies borrowed by the Group (exclusive of monies borrowed by one Group company from another and after deducting cash deposited) shall not at any time, without the previous sanction of an ordinary resolution of the Company, exceed the greater of
7 ACTION TO BE TAKEN
A Form of Proxy for use at the General Meeting accompanies this document. Whether or not you intend to be present at the General Meeting, you are asked to complete the Form of Proxy and return it to the Company's registrars,
If you hold your Ordinary Shares in uncertificated form in CREST, you may vote using the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual. Further details are also set out in the notes accompanying the Notice of General Meeting at the end of this document. Proxies submitted via CREST must be received by the Company's agent (ID 7RA36) by no later than 3.00 p.m. on 6th
The completion and return of a Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person should they so wish.
The Directors unanimously consider that the Placing is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution.
Sir Richard Dearlove
The following definitions apply throughout this document, unless the context requires otherwise:
AIM the market of that name operated by the London Stock Exchange.
AIM Rules for Companies the AIM Rules for Companies published by the London Stock
Exchange for the time being.
Board the board of directors of the Company for the time being.
Business Day any day on which banks are open for business in London other than a Saturday, Sunday or statutory holiday.
CA 2006 the Companies Act 2006, as amended.
Company or Crossword Crossword Cybersecurity plc, a public limited liability company incorporated and registered in England and Wales (with registration number 08927013) whose registered office is at 6th Floor
Conversion Price the closing mid-price per Ordinary Share on the last practicable date before the date of the Loan Agreement
CREST the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear which facilitates the holding and transfer of title to shares in uncertificated form.
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No.
3755) as amended.
Directors the directors of the Company as at the date of this document whose names are listed on page 3 of this document.
Form of Proxy the form of proxy for use at the General Meeting.
General Meeting the general meeting of the Company convened pursuant to the Notice and to be held at the offices of
Group the Company and its subsidiary undertakings from time to time
Lender Provider of loan
Loan/Loan Agreement Contract under which funds are provided
London Stock Exchange London Stock Exchange plc.
Notice the notice of General Meeting which is set out at the end of this document.
Ordinary Shares ordinary shares of
Resolutions the resolutions set out in the Notice which are to be proposed at the General Meeting.
Shareholders the registered holders of Ordinary Shares.
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland.
uncertificated recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations may be transferred by means of CREST.
This information is provided by RNS, the news service of the
Quick facts: Crossword Cybersecurity PLC
Market Cap: £13.6 m
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