4 September 2024
Crossword
Cybersecurity Plc
("Crossword", the "Company" or the "Group")
Shareholder Circular and Notice of General Meeting
Crossword Cybersecurity plc
(AIM:CCS), the
cybersecurity solutions company focused on cyber strategy and
risk, announces that a circular convening a
general meeting (the "General Meeting") to take place at 11.30 a.m.
on 20 September 2024 (the "Circular") will be posted to
shareholders today.
The Group currently has in place a
borrowing limit set out in the Articles of Association (the
"Articles") equal to the greater of £4.5m and an amount equal to
20% of the Adjusted Capital and Reserves.
On 31 August 2023, the Company
announced that Convertible Loan Notes were issued to an investor
that included the term that interest is deferred for the life of
the loan, unlike previous convertible loan notes issued by the
Company where interest is paid quarterly. At that time, the Company
should have sought shareholder approval to increase the debt
ceiling set out in the Articles to take into account this deferred
interest, requiring this approval to be sought now.
As a result, in August 2024 the
Company breached the borrowing limit for a period of six days
and this has since been remedied. The situation needs
to be rectified to enable the Company to use existing facilities
available to it.
The Board is therefore proposing an
increase in the borrowing limit to provide sufficient headroom to
account for rolled up interest arising from £2m of the Convertible
Loan Notes announced on 31 August 2023.
The Board also wishes to provide the
Company with flexibility to allow for the potential use of an
invoice financing facility, and bank overdrafts or loans to help
manage cash flow over the coming period and if necessary to allow
for the issue of further convertible loan notes.
At the General Meeting, a resolution
will be proposed to amend the Articles to allow the Company to
incur debt up to £5.75m, in aggregate.
The Directors unanimously agree that
amending the Articles to enable the Group to borrow
the greater of £5.75m and an amount equal to 20% of the
Adjusted Capital and Reserves 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 as they intend to do in respect of
their own shareholdings which represent 17.55% of the Company's
voting.
The General Meeting is to be held at
the offices of Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch
Street, London EC3V 0HR at 11.30 a.m. on 20 September 2024. A copy
of the Circular will be available on the Company's website,
https://www.crosswordcybersecurity.com/company-documents.
- Ends -
Contacts
Crossword Cybersecurity plc - Tel: +44 (0) 333 090 2587
Email: info@crosswordcybersecurity.com
Stuart Jubb, Chief Executive
Officer
Grant Thornton (Nominated Adviser) - Tel: +44 (0) 20 7383 5100
Colin Aaronson / Jamie Barklem /
Ciara Donnelly / Elliot Peters
Hybridan LLP (Broker) -
Tel: +44 (0)203 764 2341
Claire Louise Noyce
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™ suite of threat intelligence
products, Trillion Breach, Harvista and Arc 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's ordinary shares are admitted to trading on the AIM
market of the London Stock Exchange.
Visit Crossword
at https://www.crosswordcybersecurity.com/