Admission to Trading on AIM

RNS Number : 7628R

ECSC Group PLC

14 December 2016

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW.

This announcement is an advertisement and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Australia, the Republic of South Africa or Japan or any other jurisdiction where to do so might constitute a violation or breach of any applicable law. Investors should not purchase any shares referred to in this announcement except on the basis of information in the admission document (the "Admission Document") issued by ECSC Group plc in connection with the proposed admission of all of its ordinary shares ("Shares") to AIM, a market operated by London Stock Exchange plc ("Admission"). The Admission Document is available for inspection on the Company's website at www.ecsc.co.uk.

14 December 2016

ECSC Group plc

("ECSC" or the "Company")

Admission to Trading on AIM and First Day of Dealings

Established cyber security specialist admitted to AIM 

£5.9 million raised by way of the Placing

ECSC Group plc, a proven provider of cyber security services, is pleased to announce the admission today of its ordinary shares to trading on the AIM Market of the London Stock Exchange ("Admission"). Dealings in the ordinary shares will commence at 8.00am under the ticker "ECSC" and ISIN number of GB00BYMJ4J99  ("Admission"). Stockdale Securities Limited is acting as Nominated Adviser and Broker to the Company.

ECSC is a proven provider of cyber security services that offers a comprehensive range of solutions to a wide variety of clients across a diverse range of sectors. The Company's solid blue-chip client base includes Barclays and GCHQ.

The Company has over 15 years' experience in the design, implementation and management of cyber security solutions. ECSC's consultancy-led approach, and its combination of custom methodologies and in-house proprietary technologies, enables the Company to provide individually tailored services to its clients. The Company has significant intellectual property, including bespoke products delivering remotely managed cyber security services and custom-made internal support and delivery systems.

PLACING STATISTICS

Placing Price per ordinary share	167 pence
Gross proceeds of the Placing Gross proceeds of the Placing receivable by the Company  Gross proceeds of the Placing receivable by the selling shareholders	£5.9 million £5.0 million £0.9 million
Number of Ordinary Shares in issue immediately following Admission	8,994,131
Market capitalisation of the Company at the Placing Price	£15.0 million

The proceeds of the Placing receivable by the Company will assist the funding of ECSC's growth strategy through investment in the Company's staff and by the opening of an Australian Security Operations Centre, which will strengthen its ability to provide a 24/7/365 managed service and incident response. ECSC has initiated a carefully prepared plan to scale the business to meet market demand and has undertaken significant recruitment activity, which is already well progressed for implementation immediately following Admission. The Directors also believe that Admission will, amongst other things, increase the Company's profile and enable the Company to continue its strong track record of retaining and incentivising key employees.

The Directors believe that the Company is one of the leading innovators in the UK in this fast-growing industry. UK market demand for cyber security services and products (estimated to be £3.3 billion for 2016) has seen an estimated CAGR of 6% between 2013 and 2016, with the Company achieving 16.9% CAGR in the same period. This is in the context of a global market predicted to grow to $202 billion by 2021, with a CAGR of 10.6%.

Key strengths

·     Established business: ECSC is a proven provider of cyber security services that offers a comprehensive range of solutions to a wide variety of clients;

·     Blue-chip client base: clients across a diverse range of sectors and including companies such as Barclays and GCHQ;

·     Barriers to entry: extensive custom technologies with IP developed in-house. Services covered by a wide range of industry certifications; 


·     Strong financials: long track record as a profitable, cash generative business; and

·     Highly experienced management team and board: with over 60 years' combined management experience in cyber security. The board of Directors on Admission includes Nigel Payne, previously Chief Executive Officer of Sportingbet Plc, as Non-Executive Chairman; David Mathewson, former Chief Financial Officer of Playtech Group plc, as Non-Executive Director; and Steve Vaughan, previously Group Chief Executive Officer of publicly listed companies Phoenix IT plc, Communisis plc and Synstar plc, as well as being former Chairman of Charteris plc, also as a Non-Executive Director.

Ian Mann, CEO of ECSC, commented: 

"I am delighted that ECSC has joined AIM. The listing will expedite the execution of our detailed growth strategy and take the Company to the next phase as we look to build on our existing blue-chip client base and our proven organic growth to date. The listing will also enhance ECSC's profile and further enhance our credibility with potential clients and employees and will provide access to the UK equity markets to support future growth.

"We are excited by the opportunities that now present themselves to us as a listed entity. With the funding from our IPO and a strong board we feel we have never been better placed to target the significant market opportunity. We look forward to updating our new shareholders and other investors with our progress as a public company in due course."

The Company's Admission Document can be viewed at: www.ecsc.co.uk.

Enquiries:

ECSC Group plc  Nigel Payne (Non-Executive Chairman) Ian Mann (Chief Executive Officer) Lucy Sharp (Chief Operating Officer) www.ecsc.co.uk	[phone]
Stockdale Securities (NOMAD and Broker)	[phone]
Robert Finlay Hanan Lee
Yellow Jersey PR (PR & IR) Alistair de Kare-Silver Felicity Winkles	[phone] [phone]

For more information please visit or contact the following: www.ecsc.co.uk   

Notes to Editors

ECSC is a proven provider of cyber security services that offers a comprehensive range of solutions to a wide variety of clients. The Company's solid blue-chip client base covers a diverse range of sectors, and includes Barclays and GCHQ.

The Company has over 15 years' experience in the design, implementation and management of cyber security solutions. ECSC's consultancy-led approach, and its combination of custom methodologies and in-house proprietary technologies, enables the Company to provide individually tailored services to its clients. The Company has significant intellectual property, including bespoke products delivering remotely managed cyber security services and custom-made internal support and delivery systems.

Directors and Senior Management

On Admission, the board of Directors will consist of three executive directors and three non-executive directors. The Directors will be responsible for the management and operations of the Company and its group. 


Nigel Terrence Payne - Non-Executive Chairman (age 56)

Nigel has considerable experience as a director of both publicly listed and private companies. He has extensive experience of listing companies and fund raising, notably in his current roles as Non-Executive Chairman of AIM traded Gateley plc, Non-Executive Chairman of AIM traded Stride Gaming Plc and Non-Executive Chairman of AIM traded EG Solutions plc. Nigel was previously Chief Executive Officer of Sportingbet Plc, one of the world's largest internet gambling companies which made a number of acquisitions whilst listed on the London Stock Exchange (both Main Market listed and AIM traded), and was later bought by GVC plc. Nigel holds an executive MBA from the IMD Business School (Lausanne, Switzerland) and a degree in Economics and Accounting from Bristol University. 


Ian Charles Mann - Chief Executive Officer (age 49)

Ian has over 15 years of experience in the cyber security sector having founded ECSC. He was previously an adviser for GCHQ, and established a Cisco Networking Academy for Dixons City Technology College. Ian's professional certifications include CISSP, PCI QSA, and ISO Lead Auditor. Ian holds a B.Eng. in Electrical and Electronic Engineering from the University of Nottingham, and an MBA from the Open University.

Lucy Sharp - Chief Operating Officer (age 36)

Lucy has over 15 years of experience in the cyber security sector, having joined ECSC at its inception. Lucy worked as an ISO 27001 consultant, leading this area prior to taking the position of Operations Director in 2012. Lucy has held a number of professional certifications, including CISSP, PCI QSA, and ISO Lead Auditor. Whilst working at ECSC, Lucy completed a Masters in Business Management at Leeds Metropolitan University. 


Keith Patrick Andrew Kelly - Chief Financial Officer (age 59)

Keith joined ECSC in 2012. Keith has over 30 years of experience in financial management and accounting and prior to joining ECSC, Keith was Finance Director at Pet Plas Packaging, part of the Alcan Group. He is an ACCA and FCCA qualified accountant. 


David Carr Mathewson - Non-Executive Director (age 69)

David is a Chartered Accountant who has spent most of his career in merchant banking and as a non-executive director. He was an Executive Director of Noble Grossart Limited, Scotland's premier merchant bank, for many years. Previous non-executive roles include Chairman of Sportech Plc and he was a Director of Playtech Group plc. During his tenure at Playtech he was appointed Chief Financial Officer and oversaw the company move from AIM to the Main Market of the London Stock Exchange. He is currently a Non-Executive Director of AIM traded SEC SpA, an Italian company and Chairman of Veltyco Group Plc, also traded on AIM.

Stephen William Vaughan - Non-Executive Director (age 56)

Stephen has considerable experience over the last 15 years as a director of publicly listed and private companies. He is currently a Non-Executive Director of Mobica Limited and was previously Group Chief Executive Officer of publicly listed companies Phoenix IT plc, Communisis plc and Synstar plc, as well as being former Chairman of Charteris plc.

Important notices

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Stockdale Securities Limited ("Stockdale") solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, in whole or in part, in, into or from the United States of America (including its territories and possessions, any state of the United States of America (the "United States" or the "US")), Australia, Canada, Japan or the Republic of South Africa or transmitted, distributed to, or sent by, any national or resident or citizen of any such countries or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction (each a "Restricted Jurisdiction"). Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or other securities in any Restricted Jurisdiction. The Placing and the distribution of this announcement and other information in connection with the Placing and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

This announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (i) if in a member state of the European Economic Area, qualified investors within the meaning of article 2(1)(e) of the Prospectus Directive ("Qualified Investors"); or (ii) if in the United Kingdom, Qualified Investors and fall within: (a) article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (b) high net worth companies, unincorporated associations and other bodies within the meaning of article 49 of the Order; or (c) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). The term "Prospectus Directive" means Directive 2003/71/EC as amended and includes any relevant implementing measures in each member state of the European Economic Area.

This announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement does not itself constitute an offer for sale or subscription of any securities in the Company.

The Shares referred to in this Announcement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The Shares have not been and will not be approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The information contained in this announcement is for background purposes only and does not purport to be full or complete.  Any subscription for or purchase of Shares in the proposed Placing should be made solely on the basis of the information contained in the final Admission Document published by the Company in connection with the Placing and Admission. No reliance may or should be placed for any purposes whatsoever on the information contained in this announcement or its accuracy, completeness or fairness. This announcement has not been approved by any competent regulatory authority.

In connection with the Placing, Stockdale and/or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references in the Admission Document to the Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by Stockdale and/or any of their respective affiliates acting as investors for their own accounts. In addition, Stockdale and/or their respective affiliates may enter into financing arrangements and swaps in connection with which Stockdale and/or their respective affiliates may from time to time acquire, hold or dispose of Shares. Stockdale has no intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Stockdale, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no-one else in connection with Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Neither Stockdale nor any of its respective subsidiary undertakings, affiliates or any of their respective partners, directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning Admission or the Shares. The value of the Shares and any income from them is not guaranteed and can fall as well as rise due to stock market and currency movements.  When you sell your investment you may get back less than you originally invested. Potential investors should consult a professional adviser as to the suitability of the Shares for the person concerned. Past performance cannot be relied upon as a guide to future performance.

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

Forward-looking statements

This announcement includes statements that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''anticipates'', ''expects'', ''intends'', ''plans'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical fact included in this announcement are forward-looking statements. They appear in a number of places throughout this announcement and include statements regarding the directors' or the Company's intentions, beliefs or current expectations concerning, among other things, its operating results, financial condition, prospects, growth, expansion plans, strategies, the industry in which the Company operates and the general economic outlook.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and the Company's actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Company's operating results, financial condition and liquidity, and the development of the industry in which the Company operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward-looking statements.

These forward-looking statements speak only as of the date of this announcement. The Company and Stockdale expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.

 

END

 

 

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