TIDMFLX
RNS Number : 8091G
Falanx Group Limited
06 March 2018
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN AND THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO
SO.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014).
THIS ANNOUNCEMENT IS NOT AN ADVERTISEMENT AND DOES NOT
CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING
HEREIN SHALL CONSTITUTE AN OFFERING OF EXISTING ORDINARY SHARES OR
NEW ORDINARY SHARES.
CAPITALISED TERMS USED BUT NOT DEFINED IN THIS ANNOUNCEMENT HAVE
THE MEANING GIVEN TO THOSE TERMS IN THE COMPANY'S ANNOUNCEMENT
TITLED "PROPOSED ACCELERATED BOOKBUILD AND CONDITIONAL ACQUISITION"
RELEASED EARLIER TODAY.
Falanx Group Limited
("Falanx" or "the Company")
Result of Accelerated Bookbuild
Falanx (AIM:FLX), the global intelligence, security and cyber
defence provider, is pleased to announce that further to the
announcement made earlier today entitled " Proposed Accelerated
Bookbuild and Conditional Acquisition ", the result of the
accelerated bookbuild announced earlier today.
Subject to, inter alia, the admission of the Placing Shares, in
aggregate 102,222,222 new ordinary shares of nil nominal value in
the Company are to be issued, at a placing price of 4.5 pence per
New Ordinary Share ("Placing Price"), raising gross proceeds of
GBP4.6million.
The proceeds of the Placing Shares will be used to fund the
acquisition consideration for First Base and the remainder for
working capital, integration, development expenditure and
transaction fees.
The Placing Shares represent 64.9% of Falanx's existing
outstanding issued share capital.
Mike Read, Chairman & CEO, commented:
"I am delighted to welcome First Base to the Falanx team. They
are a strong business, with great people and customers. We look
forward to this acquisition creating shareholder value as we start
to deliver the synergies which we expect to achieve. I am delighted
that Unicorn Asset Management VCT has subscribed GBP1.5m and has
acted as cornerstone investor and I look forward to working closely
with them. Our market is fast paced and remains highly fragmented,
moreover, we continue to see plenty of opportunities to consolidate
it further with carefully selected acquisitions."
Peter Wood, founder of First Base, said:
"We are delighted that our business is joining the Falanx Group.
Over the last few months we have got to know Falanx well and there
is a good cultural fit between the teams and I am pleased that
being part of a larger organisation will provide greater
opportunities for all our staff and customers. Whilst I am retiring
from the business on a full time basis, I will continue to support
the development and integration of the business and the management
team through my membership of the Falanx Advisory Board."
Related Party Transactions
The Participating Directors (see below), all of whom are related
parties for the purposes of Rule 13 of the AIM Rules for Companies
(the "AIM Rules") have agreed to participate in the Placing as
follows. The Participating Directors have agreed to subscribe at
the Placing Price of 4.5 pence per New Ordinary Share.
Director Number Number Total Ordinary % of Enlarged
of Existing of Placing Shares held Share Capital
Ordinary Shares immediately immediately
Shares Subscribed following following
for the Accelerated the Capital
Bookbuild Raising
----------- ------------- ------------ ----------------- ---------------
Mike Read 2,577,273 6,666,667 9243940 3.56
----------- ------------- ------------ ----------------- ---------------
Ian Selby - 666,667 666,667 0.26
----------- ------------- ------------ ----------------- ---------------
Emma Shaw 200,000 666,667 866,667 0.33
----------- ------------- ------------ ----------------- ---------------
For the purposes of the AIM Rules, these participations are
considered to be related party transactions. John Blamire and Jay
Abbott, being the only Directors not participating in the Placing
("Independent Directors"), consider, having consulted with the
Company's Nominated Adviser, SPARK Advisory Partners Limited
("SPARK"), that the terms of the Participating Directors' Related
Party Transactions are fair and reasonable in so far as the
Company's shareholders are concerned. In reaching its opinion,
SPARK has taken into account the commercial views of the
Directors.
Admission of the new Ordinary Shares to trading on AIM and Total
Voting Rights
Application will be made for admission of 102,222,222 new
Ordinary Shares to be issued pursuant to the Placing to trading on
the AIM Market of the London Stock Exchange, which is expected to
take place at 8.00 a.m. on or around 19 March 2018 ("Admission").
The Placing is conditional on Admission becoming effective. The new
Ordinary Shares will, when issued, be credited as fully paid and
will rank equally in all respects with the existing Ordinary
Shares, including the right to receive any dividend or other
distribution declared, made or paid after Admission.
For the purposes of the Financial Conduct Authority's Disclosure
and Transparency Rules ("DTRs"), the issued ordinary share capital
of the Company following Admission will consist of 259,678,964
Ordinary Shares of nil ordinary value with voting rights attached
(one vote per Ordinary Share). There are no Ordinary Shares held in
treasury. This total voting rights figure may be used by
shareholders as the denominator for the calculations by which they
will determine whether they are required to notify their interests
in, or a change to their interest in, the Company under the
DTRs.
Enquiries:
Falanx Group Limited www.falanx.com
Mike Read, Chairman
and Chief Executive
Officer
John Blamire, COO
Ian Selby, CFO
SPARK Advisory Partners
Limited
Nominated Adviser
Matt Davis / James Keeshan +44 (0) 203 368 3551
Turner Pope Investments
(TPI) Ltd +44 (0) 203 621 4120
Bookrunner
Andy Thacker
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. The Group
listed on AIM in June 2013 under ticker FLX For more information:
http://www.falanx.com/
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUNSWRWOAORRR
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March 06, 2018 03:45 ET (08:45 GMT)
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