Falanx Group Limited Directorate Change (2249U)

TIDMFLX

RNS Number : 2249U

Falanx Group Limited

28 March 2019

Falanx Group Limited

("Falanx" or the "Company")

Appointment of Non-Executive Chairman

and

Update to Articles

Falanx Group Limited, the AIM listed global cybersecurity and intelligence provider, announces that Alexander Hambro is joining the Board as Non-Executive Chairman with immediate effect. Mike Read who has been acting CEO and Chairman since November 2017 will continue in the role of CEO.

Alex has been active in the investment sector both in the UK and the USA for some 30 years, during which time he has acted as a principal investor, manager and sponsor of private equity and venture capital management teams.

As well as his responsibilities at Falanx, Alex is a co-founder and Chairman of Judges Scientific plc, a group of scientific instrumentation companies. In addition to his two AIM company chair responsibilities, Alex is also Chairman of Crescent Capital Ltd and Bapco Closures Holdings Ltd and a Non-Executive Director of Octopus Apollo VCT plc, Hertsford Capital plc, Time Partners Holdings Ltd and Whitley Asset Management Ltd.

Alex is currently a principal at Welbeck Capital Partners, a specialist in the creation of secured convertible loan notes and other hybrid equity solutions to finance growth opportunities for small-cap AIM companies and which has supported Falanx during recent fundraisings.

Commenting Mike Read, CEO, said: "I am delighted that Alex has joined us. He brings considerable corporate finance and corporate governance experience to the business and his appointment as Non-Executive Chairman will allow me to focus on my role as CEO and drive forward our growth plans. Our changes to the Articles also underpin our strengthening corporate governance plans. We plan to appoint an additional experienced non-executive director in the coming few months."

Alex Hambro, Non-Executive Chairman, said: "I know the team at Falanx well and I am excited by the growth opportunities in the cyber security sector and Falanx's expansion plans within that framework. Mike and his team are well-positioned and experienced in making and integrating acquisitions and I am looking forward to supporting their growth."

Articles and Memorandum of Association (the "Articles")

The board of Falanx has passed certain resolutions aimed at updating its Articles (which are under British Virgin Islands law) and ensuring that, so far as is possible, these are closely aligned with those of typical UK AIM listed companies.

The key changes include introducing:

-- pre-emption rights in order to protect shareholders against potential future dilution. Unless otherwise ratified by shareholders, the board will be restricted from issuing shares amounting to more than 12.5% of the fully diluted share capital for cash and up to a further 12.5% of the share fully diluted share capital to support acquisitions or other specified capital investments;

-- provisions analogous to those contained in the UK Takeover Code. Whilst Falanx will remain outside the formal scope of the Takeover Code, the Board consider it to be in the best interests of shareholders for analogous provisions to be enshrined in the Articles;

   --     a requirement for the Company to hold an annual general meeting;

-- disclosure provisions requiring shareholders to notify the Company of their interests in accordance with the provisions of Chapter 5 of the Disclosure and Transparency Rules as is typical for UK listed businesses; and

-- a restriction on the board making any further changes to the Articles without shareholder approval.

The Articles also include a certain number of other tidying and technical changes and are published in full at www.falanx.com.

Enquiries:

 
 Falanx Group Limited                    Via IFC 
  Mike Read, Chairman and CEO 
 Stifel Nicolaus Europe Limited, 
  Nomad and Joint Broker 
  Fred Walsh / Alex Price / Neil Shah 
  / Luisa Baroni                         + 44 (0) 207 710 7600 
                                        ---------------------- 
 Turner Pope International Limited, 
  Joint Broker 
  James Pope / Ben Turner                +44 (0) 203 621 4120 
                                        ---------------------- 
 IFC Advisory Ltd 
  Financial PR & IR 
  Graham Herring / Miles Nolan / Zach 
  Cohen                                  +44 (0) 203 934 6630 
                                        ----------------------

About Falanx

Falanx Group Limited, is a global intelligence and cyber defence provider working with blue chip and government clients. For more information: http://www.falanx.com/

Regulatory disclosures

In accordance with Schedule 2(g) of the AIM Rules, Hon Alexander Hambro (aged 57) holds or has held in the past 5 years the following directorships and partnerships:

 
 Current                            Past five years 
 Bapco Closures Holdings Limited    Aldersgate House Ltd 
 Bapco Closures Research Limited    BACIT (UK) Limited 
 Crescent Capital II GP Limited     Benchmark Holdings plc 
 Crescent Capital III GP Limited    Gresham House Renewable Energy (formerly 
                                     Hazel Renewable Energy VCT2 plc) 
 Crescent Capital NI Limited        Hazel Targa VCT plc 
 First Magazine Limited             Izon Science Ltd 
 Halkin Development Limited         Targa Fund Limited 
 Hertsford Capital plc              Welbeck Investment Partners Member 
                                     Ltd 
 HF Partnership LLP                 Welbeck Investment Partnership LLP 
                                     Octopus Eclipse VCT4 PLC 
 Judges Scientific plc              Octopus Eclipse VCT Plc (in voluntary 
                                     liquidation) 
 Octopus Apollo VCT plc 
 Time Partners Holdings Ltd 
 Welbeck Capital Partners LLP 
 Welbeck Ventures Ltd 
 Whitley Asset Management Limited

Alexander Hambro is interested in 250,000 shares in Falanx Group Limited representing 0.06% of the current issued share capital.

Save for the disclosures above, there are no further disclosures to be made in accordance with Rule 17 and Schedule 2(g) of the AIM Rules.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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