TIDMFLX
RNS Number : 3652A
Falanx Group Limited
29 September 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
29 September 2020
FALANX GROUP LIMITED
("Falanx", the "Group" or the "Company")
Confirmation of successful fundraising of GBP 1.25 million
(1)
Falanx announces that the Fundraise, further details of which
are contained in the Company's announcement on 28 September 2020
(the "Fundraise Launch Announcement"), has now closed. The Company
has raised gross proceeds of GBP1.25 million (1) through the
successful placing and subscription of 125,000,000 Ordinary Shares
(1) (the "New Ordinary Shares") with certain existing and new
institutional and other investors at a price of 1 penny per New
Ordinary Share (the "Issue Price"). A significant proportion of
this is through long-term EIS & VCT investment.
As announced in the Fundraise Launch Announcement, the Company
is currently in a close period under MAR pending announcement of
its annual results to 31 March 2020. In consequence of that, whilst
certain members of the Board and of senior management are keen to
participate in the Fundraise, they are not currently permitted to
under the MAR framework. However, the Board recognise the
importance of Director participation for Shareholders and, as such,
certain members of the Board and of senior management intend to
subscribe for the Subscription Shares at the first available
opportunity following the publication of the annual results to 31
March 2020. This subscription is expected to total GBP75,000 in
respect of 7,500,000 New Ordinary Shares and will be carried out at
the Issue Price on identical terms as those of the Placing.
Expected timetable
Admission of the New Ordinary by 8:00 am on 1 October 2020
Shares to trading on AIM
Shareholder interests
Amati AIM VCT ("Amati") hold, as at the date of this
announcement, directly or indirectly, 10 per cent. or more of the
Existing Ordinary Shares is participating in the Fundraising at the
Issue Price as follows:
Before Admission After Admission
Number of Existing Percentage of Number of Percentage of
Ordinary Shares existing issued Ordinary Shares* Enlarged Share
share capital Capital*
-------------------------- ----------------- ------------------ ----------------
Amati 45,000,000 11.24% 85,000,000 16.18%
-------------------------- ----------------- ------------------ ----------------
(*) Assuming completion of the director subscription referred to
above and that no further shares are issued between this
announcement and Admission
The participation by Amati in the Fundraising constitutes a
related party transaction for the purposes of the AIM Rules. The
Directors, having consulted with the Company's nominated adviser,
Stifel, consider that the terms of the related party transaction
are fair and reasonable insofar as Shareholders are concerned.
Total voting rights
Following admission of the Placing Shares the number of Ordinary
Shares in issue and number of voting rights will be 517,901,185 .
The above figure may be used by shareholders as the denominator for
the calculations by which they will determine whether they are
required to notify their interest in, or a change to their interest
in, the Company under the Financial Conduct Authority's Disclosure
and Transparency Rules.
Unless otherwise defined, definitions contained in this
announcement have the same meaning as set out in the Fundraise
Launch Announcement.
(1) Assumes the completion of the subscription by the Directors
as referred to above
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Upon the
publication of this announcement, this inside information is now
considered to be in the public domain. For the purposes of MAR and
Article 2 of Commission Implementing Regulation (EU) 2016/1055,
this announcement is being made on behalf of Falanx Group Limited
by Mike Read (Chief Executive Officer) and Ian Selby (Chief
Financial Officer).
Enquiries
Falanx Group Limited Via IFC
Mike Read - CEO
Ian Selby - CFO
Stifel Nicolaus Europe Limited, Nomad
and Broker
Alex Price / Fred Walsh + 44 (0) 207 710 7600
IFC Advisory Ltd, Financial PR & IR
Graham Herring / Zach Cohen +44 (0) 203 934 663
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/
IMPORTANT NOTICES
Stifel
Stifel is acting as nominated adviser, broker and bookrunner to
the Fundraise, as agent for and on behalf of the Company. Stifel is
regulated in the United Kingdom by the FCA and are acting
exclusively for the Company and no one else in connection with the
matter referred to in this announcement and will not be responsible
to anyone other than the Company for providing the protections
afforded to the customers of Stifel for providing advice in
relation to the matters described in this announcement or any
matter, transaction or arrangement referred to in it. The
responsibilities of Stifel, as nominated adviser under the AIM
Rules for Nominated Advisers, are owed solely to London Stock
Exchange and are not owed to the Company or any director of the
Company or to any other person in respect of their decision to
subscribe for or purchase Placing Shares and/or Subscription
Shares.
Cautionary statements
Some of the statements in this announcement include forward
looking statements which re ect the Directors' current views with
respect to nancial performance, business strategy, plans and
objectives of management for future operations (including
development plans relating to the Group's products and services).
These statements include forward looking statements both with
respect to the Group and with respect to the sectors and industries
in which the Group operates. Statements which include the words
"expects", "intends", "plans", believes", "projects",
"anticipates", "will", "targets", "aims", "may", "would", "could",
"continue" and similar statements are of a forward looking
nature.
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 Group's actual operating results and nancial
condition, and the development of the industry in which it operates
may di er materially from those made in or suggested by the
forward--looking statements contained in this announcement. In
addition, even if the Group's operating results, nancial condition
and liquidity, and the development of the industry in which the
Group 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. Subject to any requirement under the AIM Rules,
the Disclosure Guidance and Transparency Rules or other applicable
legislation or regulation, the Company undertakes no obligation to
publicly update or review any forward looking statement, whether as
a result of new information, future developments or otherwise,
unless required to do so by applicable law or the AIM Rules for
Companies. All subsequent written and oral forward looking
statements attributable to the Group or individuals acting on
behalf of the Group are expressly quali ed in their entirety by
this paragraph. Prospective investors should speci cally consider
the factors identi ed in this announcement which could cause actual
results to di er from those indicated or suggested by the forward
looking statements in this announcement before making an investment
decision.
No representation or warranty, express or implied, is made by
the Company or Stifel as to any of the contents of this
announcement, including its accuracy, completeness or for any other
statement made or purported to be made by it or on behalf of it,
the Company, the Directors or any other person, in connection with
the Placing, the Subscription and Admission, and nothing in this
announcement shall be relied upon as a promise or representation in
this respect, whether as to the past or the future (without
limiting the statutory rights of any person to whom this
announcement is issued). Stifel does not accept any liability
whatsoever for the accuracy of any information or opinions
contained in this announcement or for the omission of any material
information from this announcement for which the Company and the
Directors are solely responsible.
The Placing Shares to be issued pursuant to the Placing and the
Subscription Shares will not be admitted to trading on any stock
exchange other than AIM, a market operated by the London Stock
Exchange plc.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement.
Important information
Neither this announcement nor any copy of it may be made or
transmitted into the United States of America (including its
territories or possessions, any state of the United States of
America and the District of Columbia) (the "United States"), or
distributed, directly or indirectly, in the United States. Neither
this announcement nor any copy of it may be taken or transmitted
directly or indirectly into Australia, Canada, the Republic of
South Africa, New Zealand, Japan or to any persons in any of those
jurisdictions, except in compliance with applicable securities
laws. Any failure to comply with this restriction may constitute a
violation of United States, Australian, Canadian, South African,
New Zealand or Japanese securities laws or the securities laws of
any other jurisdiction (other than the United Kingdom). The
distribution of this announcement in other jurisdictions may be
restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe any
such restrictions.
This announcement is not an offer of securities for sale in the
United States. The securities discussed herein have not been and
will not be registered under the US Securities Act of 1933, as
amended (the "US Securities Act") and may not be offered, sold,
resold, pledged, delivered, distributed or otherwise transferred,
directly or indirectly in or into the United States or to persons
elsewhere who are "US persons" within the meaning of that term as
it is used in Regulation S of the US Securities Act ("US Persons")
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act,
and in compliance with any applicable securities laws of any state
or other jurisdiction of the United States. The securities have not
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of any proposed
offering of the securities, or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States. There will be no public offering of
the securities in the United States. Hedging transactions in
securities may not be conducted unless in compliance with the US
Securities Act.
No public offering of the securities discussed herein is being
made in the United States and the information contained herein does
not constitute an offering of securities for sale in the United
States, Australia, Canada, Japan, Singapore or the Republic of
South Africa.
Further, this announcement is made for information purposes only
and does not constitute an offer to sell or issue or solicitation
to buy, subscribe for or otherwise acquire securities in Falanx
Group Limited in any jurisdiction in which any such offer or
solicitation would be unlawful.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ROIEANNPADEEEFA
(END) Dow Jones Newswires
September 29, 2020 02:00 ET (06:00 GMT)
Falanx (LSE:FLX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Falanx (LSE:FLX)
Historical Stock Chart
From Jul 2023 to Jul 2024