REG - Crossword Cybersec - Shareholder Circular and Notice of General Meeting

Crossword CybersecurityAnnouncement

04/09/2024 07:00

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RNS Number : 7871C  Crossword Cybersecurity PLC  04 September 2024

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
(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/
(https://www.crosswordcybersecurity.com/)

 

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