Cyber Security 1 Ab: Cyber1 Secures Committed Capital

 
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: [phone] 
 
   E-mail: 
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[e-mail] 
 
   FOR FURTHER INFORMATION, PLEASE CONTACT: 
 
   Tim Metcalfe: European Investor Relations contact, CYBER1 
 
   Email: 
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[e-mail] 
 
   Matt Glover: U.S Investor Relations contact, CYBER1 
 
   Email: 
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[e-mail] 
 
   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: 

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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 
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www.ldacap.com for further information. 
 
 
 
 

(END) Dow Jones Newswires

December 20, 2019 10:30 ET (15:30 GMT)

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