Cyber Security 1 Ab: Cyber1 Secures Committed Capital
20 Diciembre 2019 - 9:30AM
UK Regulatory
TIDMCYB1
CYBER1 SECURES COMMITTED CAPITAL
OF UP TO EURO EUR30 MILLION OVER 36 MONTHS
London United Kingdom -- 20 December 2019 -- Cyber Security 1 AB (Publ)
(the "Company") ("CYBER1") (Nasdaq First North: CYB1), an international
leader in Cyber Security, Governance, Risk and Compliance services today
announces it has successfully arranged funding of up to EURO EUR30
million. The package which comprises of an equity backstop of up to
EURO EUR25 million and a further up to EURO EUR5 million as a PIPE
investment into a potential business combination with a US based SPAC.
On the annual general meeting, held on 25 July 2019, the board of
directors of Cyber1 was authorized to issue new equity instruments. The
board of directors is now pleased to announce that Cyber1 has entered
into a direct placement agreement ("Agreement") with LDA Capital LLC
("LDA Capital"), a Los Angeles based private alternative investment
group, which has agreed to provide the Company with up to EURO EUR30
million ("Commitment Amount") in committed capital over the next 36
months.
The Commitment Amount will be divided into two main sections:
1. "Development Capital" of up to EURO EUR25 million:
Company will use the funds to strengthen the business and the investment
will allow the Company to, inter alia:
-- improve cash flow;
-- provide funding for its planned acquisitions; and
-- use the funding as project / trade finance for advance funding of
customer projects.
1. Private Investment into Public Equity ("PIPE") investment of up to EURO
EUR5 million:
The funds, to be used specifically as support for a potential business
combination between Cyber1 and a New York listed Special Purpose
Acquisition Company (SPAC).
Development Capital
The Development Capital will be accessed by the Company in the form of a
directed share subscription facility with an aggregate subscription
price of up to EURO EUR25 million which allows the Company to drawdown
funds during the 36-month term of the Agreement by, inter alia, issuing
ordinary shares of the Company for subscription to LDA Capital. Any
drawdown of funds by Cyber1 following the next annual general meeting is
subject to that the shareholders of Cyber1 resolves, or authorizes the
board of directors to resolve, to issue new equity instruments.
The Company will control the timing and maximum amount of the draw down
under this facility and has the right, not the obligation, to draw down
up to EURO EUR25 million, with each placement notice being a put option
("Option") on LDA Capital dependent upon certain parameters such as the
previous 10-day average trading volume of CYBER1 shares on Nasdaq First
North Growth Market and with up to two placement notices each month
during the term.
In addition to any shares LDA Capital will subscribe for under the
Option, as additional consideration for LDA Capital entering into the
Agreement, LDA Capital will receive 29,548,648 warrants to subscribe for
one additional ordinary share each. Each Warrant will be exercisable at
any time during a period of 3 years following issue with an exercise
price of EUR0.43. No additional consideration will be paid for the
warrants and the warrants will not be listed. The issue of any of
warrants pursuant to the Agreement after the 2020 AGM will require
specific approvals by the Cyber1 shareholders in the event that mandate
provided to the Cyber1 board at the AGM 2019 is not renewed or extended
as detailed below.
The Company shall pay LDA Capital, a commitment fee equal one and four
fifths per cent (1.80%) of the Commitment Amount, payable from the
proceeds of the first three drawdowns before the lapse of a period of
twelve (12) months from the date of the Agreement and on every drawdown
date, the Company will pay a financing expense equivalent to ten per
cent (10%) of the subscription proceeds.
Any subscription by LDA Capital of shares through the exercise of the
Option will be at a price set by the Company which will not carry any
discount to the current market price.
LDA Capital has explicitly agreed to a prohibition on any short-selling
of Cyber1 shares over the term of the Agreement.
The Board have chosen the method of fundraising provided by the
Agreement as they believe it provides flexibility to enable exploitation
of the opportunities to develop the business, despite the prevailing
stock market conditions. The Company will control the actual amount and
the timing of any investment under the Agreement over a period of thirty
six (36) months, whilst having the opportunity to receive regular cash
injections if considered appropriate and in the interests of the Company
and its Shareholders. This should allow the Company to drip feed cash as
requirements and opportunities occur, rather than fully diluting
existing Shareholders immediately for an amount of cash that the Company
may not need.
PIPE Investment
LDA Capital are committed to support the Company with its announced
intention to seek a US listing and have therefore committed, subject to
definitive investment terms, up to EURO EUR5 million PIPE for a
potential SPAC business combination which will cornerstone the funding
for this potential process.
Kobus Paulsen, CYBER1 Chairman, commented on the transaction:
"This agreement with LDA Capital continues the momentum, started with a
strong third quarter for the Company. It gives CYBER1 alternatives as it
secures funding for continued growth and development of the Company over
the next few years. This capital commitment positions CYBER1 to continue
with its business and strategic acquisition plans, improves the Group's
cash flow and allows the Group to engage in some of the more significant
Public and Private sector Cyber Security projects"
Warren P Baker III, Managing Partner of LDA Capital, commented on the
transaction:
"This investment in CYBER1 constitutes an important element of our focus
on cybersecurity, which remains one of the world's most persistent,
difficult and costly problems facing businesses and government. We
anticipate continued substantial investment in this sector in order to
combat increasing threats from cyber-attacks. Indeed, cyber-attacks will
accelerate, and company budgets for cybersecurity spending will grow,
independent of broader macroeconomic factors. We expect CYBER1, with its
unique presence in the cyber security and IoT domains, to be a central
participant in the growth of effective defences against, and monitoring
systems of cybercrime, and look forward to the company's rapid
advancement on a global scale."
The board of directors' authorization to issue new equity instruments
On the annual general meeting in Cyber1, held on 25 July 2019, the board
of directors was authorized to, until the next annual general meeting,
with or without deviation from the shareholders' preferential rights and
with the right to pay also in kind, by way of set-off, or with other
conditions, on one or several occasion, to issue shares, warrants and
convertibles. The authorisation is limited to 150,000,000 shares, or
warrants or convertibles that entitle to subscribe for or convert into a
corresponding number of shares.
Certified Adviser
Mangold Fondkommission AB is the Company's Certified Adviser.
Telephone: +46 (0)8 5030 1550
E-mail:
https://www.globenewswire.com/Tracker?data=Xe1ufiZwlzIaMUfNxS3PdkRZ2h4xBtRq8f-HNwsIDWem1JBsbpshTVdQzbisuVxQqJ_4ovLxeDOwetPupa1t5w==
info@mangold.se
FOR FURTHER INFORMATION, PLEASE CONTACT:
Tim Metcalfe: European Investor Relations contact, CYBER1
Email:
https://www.globenewswire.com/Tracker?data=apv6Ts6NonbyhPvMJcuf8pzeJN27uPCeo6QC1SfuDFUsUyEFX-qVVZOQ0vJDTJvvsgjuKfVVQR5bC77f3ZSYmiSo708gLlBeaDDf9_oK4UhQ0f8Ohcyn28zQiHn68hO5
cyber1@investor-focus.co.uk
Matt Glover: U.S Investor Relations contact, CYBER1
Email:
https://www.globenewswire.com/Tracker?data=apv6Ts6NonbyhPvMJcuf8mhsFiRHX4pxRa7dJ6VsHc0hHw3X9kDykVIaRtSW_bcRQsTneCONZ2yOnFgr0QfgKrmeXav2UQAoPmmy1nf73vD-wLpmrAmERosR0pkeoDdiIClypybHOc3UYL3lCy4Z1SOUneupLuoBDfH8jYnutyKgIVbfUE26On1TvVW9_Qr0i9Tukf3FzoKXwaOsyo0EHrpOfU77GKwd7wUqh136pF-Oc-drFvyCvEHy_1W3_cNzjjnNo7qRSRHLto5WoCKuYw==
cyber1@gatewayir.com
This information is information that CYBER1 is obliged to make public,
pursuant to the EU Market Abuse Regulation. The information was
submitted for publication, through the agency of the contact person set
out above, on 20.12.2019 at 16:30 CET.
About CYBER1
CYBER1 is engaged in providing cyber resilience solutions and conducts
its operations through physical presences in Sweden, South Africa, the
UK, Kenya, Germany, Austria, Turkey, Greece, Italy, the Ukraine and the
United Arab Emirates. Listed on Nasdaq First North Growth Market
(Nasdaq: CYB1.ST, and as an American Depositary Receipt (OTCQX: CYBNY),
the Group delivers services and technology licenses to enhance clients'
protections against unwanted intrusions, to provide and enhance cyber
resilience and to prevent various forms of information theft. CYBER1 had
revenues of 43.95m EUR in 2018. For further information, please visit
https://www.globenewswire.com/Tracker?data=4MbnHvuPOqusZgbi2L9mol2Vqk84JogfCklxazP21mFlr_e5rgtXC_frbEzCBqK9p-9-dEGcxQZ64jDS1NNexdRLhm2CyCgs6U1Qug6Xc9VLU-1I2pqJzwXaFQ_Fhq_xXqtR1TcgJRX1Vs5VL8_fV0XD0aLdd2QJqsnrvIl_vbBMesiPuH4LmEY7HKvDtf9C5w1DuXAV6STwIS9c19R5Zy5EkT5Sj_SFEwArYfSbTTDQPaoWPI6ozm1U199mMUaeO0qCrxOmeiphpDcZPF5qwQ==
www.cyber1.com/investors.
For further information please visit:
https://www.globenewswire.com/Tracker?data=4MbnHvuPOqusZgbi2L9movQqG-XznCdjBFvSmhPh0wa60qiNMuG3MPq13N3dTOVX_U46rMdAn381VENUDiWAcs233zjRk_LDLbZsHLMnwgCRJN3rebWZ2mtVwlnpA2-FLZNE5GNEt8Vs9dfjY0vTu8sV7zfEr1mql-BZBMOg2S6WrNCWZ7wMgPT6Bd_IIT9U8_XQ6S1TXUV-yXhdj8DgMRuVSQajNbsgeFjV9h4dDGU=
www.cyber1.com
For all company filings and reports, please visit:
https://www.globenewswire.com/Tracker?data=4HiUfVL5eRQUKucnQ0cgMlVDSCHE5FrDmGdfdeN5O_eKWPWkgbd7PpsxJcexXp34WeCQTysS7NevUibJHqM95Li9JI4VL32WsxBWGBCKsLNgQgu9UI52hlLN6qpbqt0i2_MlN22FWxjljgTjsoUY4YEVbNGKXvdCSwvllSlEEGLB-bUCW3l0D-qETAy9EwEW7bKTR-xC9dBcHB50gp0kWg_kqrsaIiQDZiPT0xCwmMoscgiP5Q2_xrPpfCJEsj09DhpVNIZMmmmMV7u9_dCCcfiJg6pla9dOmRHlYFF8cLI3xpanlgicCSI217cEqMeHnqxrRzWlFHSEWCaZxAiFzQrSR0YDmUYbzKkKT2IX7NBZRY5xRuTfVzfFAX5M_RPA
https://cyber1.com/cyber1-investor-information/
About LDA Capital:
LDA is a global alternative investment group with expertise in complex,
cross border transactions. The firm was founded in 2018 with a focus on
special situations in emerging private and public companies requiring
capital solutions. The Founders have a 20-year business history together
having collectively executed over 200 transactions in both the public
and private markets. Both founders have dedicated their careers to
international & cross border opportunities, having transacted in 42
countries with aggregate transaction values of over $5 billion. LDA has
sector expertise and industry concentration across Technology, Media &
Telecom, Natural Resources, Healthcare, and emerging industries such as
Cannabis, Fintech, and Blockchain.
Please visit
https://www.globenewswire.com/Tracker?data=4MbnHvuPOqusZgbi2L9mohSMUWeoU-unzfwseerD7uaZeu5HNkT41v0Xi65qaUqrOlCL34NFq88x4Gjcc6WDwQ==
www.ldacap.com for further information.
(END) Dow Jones Newswires
December 20, 2019 10:30 ET (15:30 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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