TIDMCCS
RNS Number : 9499Z
Crossword Cybersecurity PLC
26 May 2021
The following amendment has been made to the 'Acquisition of
Verifiable Credentials Limited. TVR' announcement released on 26
May 2021 at 07:00 under RNS No 8004Z.
The reference to CyberASAP has been amended to "CyberASAP - a
pre-seed accelerator programme funded by the UK Government
Department for Digital Culture Media Sport (DCMS) and delivered in
partnership by Innovate UK and KTN".
All other details remain unchanged.
The full amended text is shown below.
Crossword Cybersecurity plc
Crossword acquires Verifiable Credentials Limited
26 May 2021 - London, UK - Crossword Cybersecurity Plc (AIM:CCS,
"Crossword", the "Company" or the " Group "), the technology
commercialisation company focused on cyber security and risk
management, is pleased to announce its acquisition of the whole of
the share capital of Verifiable Credentials Limited (VCL) , the
provider of Identiproof(TM), the World Wide Web Consortium (W3C)
verifiable credentials compatible middleware and wallet technology,
with whom Crossword is already working.
Identiproof, VCL ' s middleware technology suite of product s,
is a key component in verifiable credentials systems such as
COVID-19 status certificates and their issuer, verifier, and wallet
applications. Identiproof is currently being used in a UK
Government funded trial of COVID-19 certificates for East Kent
Hospitals University NHS Foundation Trust (EKHUFT) which Crossword
is also involved in, separately for a client in the entertainment
sector, and with another client in the United Arab Emirates.
Identiproof will become Crossword ' s third product, joining
Rizikon and Nixer in the portfolio, as a cryptography based cyber
security product.
Crossword Cybersecurity has agreed to pay a total consideration
of up to GBP2.75m for Verifiable Credentials Limited. The payments
are structured as follows;
- an initial payment of GBP100,000 cash and GBP300,000 in
Company shares, issued in two tranches; GBP150,000 on completion
and GBP150,000 on the first anniversary of completion;
- GBP100,000 in Company shares payable on achievement of the
first VCL commercial licence deal to the NHS or another UK
Government organisation;
- On the first anniversary of the transaction, up to GBP750,000
in Company stock payable on a straight-line pro rata basis on
achievement of revenue between GBP100,000 and GBP325,000 in the
first 12 months post acquisition;
- On the second anniversary of the transaction, up to
GBP1,500,000 in Company shares payable on a straight-line pro rata
basis on achievement of revenue between GBP250,000 and GBP625,000
in the second 12 months post acquisition; and
- All shares will be issued at a price based on the average
mid-market price for the three months prior to the date of
issue.
Identiproof is a central technology in applications for the
issuing of digital certificates and documents that cannot be forged
or transferred, and that respect the privacy of the holders of
those certificates. It does this through the process of selective
disclosure, whereby the recipient requests the minimum of
information in conformance with GDPR. Identiproof is one of the
first systems built to the 2019 W3C recommendations: The Verifiable
Credentials D ata M odel and Web Authentication (FIDO2) - two new
global web security standards. This technology has wide ranging
applications including digital ticketing, certificates, licenses,
memberships, passports, proof of ownerships, and the list goes
on.
VCL achieved this early adoption of the W3C verifiable
credentials standard because Emeritus Professor David Chadwick, VCL
' s CEO, is one of the six co-authors and editors of the standard -
and a well-known expert in the field of digital identity and
verifiable credentials. David Chadwick will join Crossword as
Product Director for verifiable credentials products. David
Chadwick incorporated VCL in April 2019 and it has been assigned
the intellectual property from the University of Kent. David will
be joined at Crossword by VCL's specialist development team. VCL
has successfully bid for a number of prestigious grants in the UK,
the EU and overseas. For the 18 months ended 30 September 2020, VCL
made a loss of GBP2,842 and had a deficiency of assets of GBP2,742
at that date.
Crossword first started working with VCL when David Chadwick, as
Professor of Information Systems Security at the University of
Kent, brought his academic team to participate in CyberASAP - a
pre-seed accelerator programme funded by the UK Government
Department for Digital Culture Media Sport (DCMS) and delivered in
partnership by Innovate UK and KTN, programme in 2019. Crossword
was, and still is, a provider of training to the cyber security
academic start-ups that go through that programme. Jake Holloway,
Crossword ' s Chief Product Officer maintains close relationships
with the CyberASAP alumni, and it became obvious that with the
opportunities in the W3C standard and Identiproof, David Chadwick
and his talented team would be an incredible asset to Crossword for
entering this new and exciting market.
Issue of Ordinary Shares
Crossword will issue the vendors 423,730 ordinary shares of 0.5p
each ("Ordinary Shares") at a price of 35.4p per share in
consideration of the initial payment of shares worth
GBP150,000.
Application has been made for the admission of the 423,730
Ordinary Shares to trading on AIM ("Admission"), with admission
expected to take place on or around 2 June 2021.
Total Voting Rights
For the purposes of the Financial Conduct Authority's Disclosure
Guidance and Transparency Rules ("DTRs"), following Admission,
Crossword will have 58,042,630 Ordinary Shares in issue with voting
rights attached. Crossword holds no shares in treasury. This figure
of 58,042,630 may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in the Company, under the DTRs.
Tom Ilube, CEO of Crossword Cybersecurity plc, commented: "VCL
has unique knowledge and a fantastic product in the new era of W3C
verifiable credentials - which can and should power COVID
certificates as well as all manner of digital, secure and
privacy-respecting credentials, certificates, tickets and proofs of
ownership. We know Professor Chadwick and his start-up team well
from CyberASAP and believe Identiproof is a perfect fit for
Crossword as our third product. This acquisition comes at a time
when we are experiencing great success from strategies to increase
Rizikon market penetration, particularly the launch of Rizikon Pro.
In the last 6 months this has increased 10 fold, with the number of
Rizikon users exceeding 250."
David Chadwick, CEO of Verifiable Credentials Limited ,
commented: "Identiproof is unique in the market and with
Crossword's great structure, connections and sales team - we're
expecting to achieve excellent revenue growth."
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 which is part of UK law by virtue of
the European Union (withdrawal) Act 2018. Upon the publication of
this announcement, this inside information is now considered to be
in the public domain.
Contacts
Crossword Cybersecurity plc - Tel: +44 (0) 20 3953 8460
Email: info@crosswordcybersecurity.com
Tom Ilube, Chief Executive Officer
Mary Dowd, Chief Financial Officer
Grant Thornton (Nominated Adviser) - Tel: +44 (0) 20 7383
5100
Colin Aaronson / Lukas Girzadas
Hybridan LLP (Broker) - Tel: +44 (0)203 764 2341
Claire Louise Noyce
For media enquiries contact:
Duncan Gurney, GingerPR
duncan@gingerpr.co.uk - Tel: +44 (0)1932 485 300
About Crossword Cybersecurity plc
Crossword Cybersecurity plc focuses on the development and
commercialisation of university research-based cyber security and
risk management related software and cyber security consulting. The
Group's specialist cyber security product development and software
engineering teams work with its university partners to develop the
research concept into a fully-fledged commercial product that it
will then take to market. The Group's aim is to build up a
portfolio of revenue generating, intellectual property based, cyber
security products. Rizikon Assurance, Crossword's leading product,
is a SaaS platform that enables medium to large companies to assess
and manage all risks from their suppliers. Nixer CyberML,
Crossword's most recently launched product, is a new tool for
businesses that want to solve advanced security and cybercrime
problems, such as detecting and dealing with compromised accounts,
fraud, and in-application denial of service attacks. 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.
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END
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