Cancellation of unapproved Share Options

RNS Number : 0421X

Falanx Group Limited

29 April 2021

 

29 April 2021

FALANX GROUP LIMITED

("Falanx", the "Group" or the "Company")

Cancellation of unapproved Share Options and reissue under EMI Scheme

Falanx Group Limited (AIM: FLX), the AIM listed provider of cyber security and strategic intelligence services, announces that it has made changes to certain outstanding share options to reduce potential tax charges on both option holders and the Company.  

This will be achieved by the cancellation of certain existing share options which are unapproved from a UK tax perspective and the issue of an identical number under the Company's EMI scheme with identical terms (including, but not limited to, exercise price, vesting criteria and expiry date).  This prospective change was referenced in the annual report for the year ended 31 March 2020.

The total number of options to be cancelled and then reissued is 29,119,200, representing 5.5% of issued capital as set out in the table below.  No options, other than those set out in the table below, are affected by this change. 

Holder	Number & (Scheme)	Issue Date	Old Exercise Price	New Exercise Price	Expiry Date (Original)	Expiry Date (Revised)
Mike Read (CEO)	5,000,000 (A)	25 September 2019	1.92p	1.92p	31 March 2030	31 March 2030
Mike Read (CEO)	6,600,000 (B)	21 April 2020	1.00p	1.00p	31 March 2030	31 March 2030
Ian Selby (CFO)	5,000,000 (A)	25 September 2019	1.92p	1.92p	31 March 2030	31 March 2030
Ian Selby (CFO)	2,520,000 (B)	21 April 2020	1.00p	1.00p	31 March 2030	31 March 2030
Rick Flood (PDMR)	5,000,000 (A)	25 September 2019	1.92p	1.92p	31 March 2030	31 March 2030
Rick Flood (PDMR)	4,999,200 (B)	21 April 2020	1.00p	1.00p	31 March 2030	31 March 2030

Following the cancellation and reissue the Company will continue to have 71.8m employee options outstanding representing 13.6% of issued capital.  Of these 33.0m (6.3% of issued capital) were issued on 21 April 2020 by the direct and permanent sacrifice of salaries by Executives and other employees in response to the COVID-19 disruptions as announced at that time 

Scheme details and vesting criteria

There have been no changes to the vesting criteria in either scheme which remain as set out below

Scheme A (Options granted 25 September 2019)

The Options have an exercise price of 1.925 pence per Ordinary Share (the "Exercise Price"), being the closing mid-market price on 24 September 2019, and will vest:

· 33% of vest immediately (originally vested 25 September 2019).

· 33% of the total Options), provided that the share price of the Company exceeds 2.89 pence (50% share price growth over the Exercise Price) for a period of one calendar month; and

· 34% of the total Options), provided that the share price of the Company exceeds 3.85 pence (100% growth over the Exercise Price) for a period of one calendar month.

These options have accelerated vesting in certain customary scenarios.

Scheme B Salary (Salary Sacrifice Options granted 21 April 2020)

These were issued as part of a Group wide scheme which was open to all employees whereby cash remuneration was permanently waived in return for option grants to support the Group through the worst phase of the COVID-19 pandemic in 2020.  These options vest immediately (original vesting date 1 October 2020).  For reference a separate waiver of 25.7 million share options was also made by members of staff on that day, including waivers by staff who did not participate in the salary sacrifice scheme.

Enquiries:

Falanx Group Limited Alex Hambro Chairman Mike Read CEO Ian Selby CFO	Via IFC
Stifel Nicolaus Europe Limited, Nomad and Joint Broker Alex Price / Fred Walsh / Luisa Orsini Baroni	+ 44 (0) 207 710 7600
IFC Advisory Ltd, Financial PR & IR Graham Herring / Zach Cohen	[phone]

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Names	Michael David Read
2	Reason for the notification
a)	Position/status	CEO
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Falanx Group Limited
b)	LEI	213800YO4F9CUQLALV19
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary Shares of nil par value
b)	Identification code	VGG3338A1075
c)	Nature of the transaction	Cancellation of share options
d)	Price(s) and volume(s)	Volume(s): 5,000,000 Ordinary Shares Price:  1.92 pence per Ordinary Share Volume(s): 6,600,000 (B) Ordinary Shares Price:  1.00 pence per Ordinary Share
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of the transactions	29 April 2021
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Names	Michael David Read
2	Reason for the notification
a)	Position/status	CEO
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Falanx Group Limited
b)	LEI	213800YO4F9CUQLALV19
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary Shares of nil par value
b)	Identification code	VGG3338A1075
c)	Nature of the transaction	Issue of share options
d)	Price(s) and volume(s)	Volume(s): 5,000,000 Ordinary Shares Price:  1.92 pence per Ordinary Share Volume(s): 6,600,000 (B) Ordinary Shares Price:  1.00 pence per Ordinary Share
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of the transactions	29 April 2021
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Names	Ian Selby
2	Reason for the notification
a)	Position/status	CFO
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Falanx Group Limited
b)	LEI	213800YO4F9CUQLALV19
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary Shares of nil par value
b)	Identification code	VGG3338A1075
c)	Nature of the transaction	Cancellation of share options
d)	Price(s) and volume(s)	Volume(s): 5,000,000 Ordinary Shares Price:  1.92 pence per Ordinary Share Volume(s): 2,520,000 Ordinary Shares Price:  1.00 pence per Ordinary Share
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of the transactions	29 April 2021
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Names	Ian Selby
2	Reason for the notification
a)	Position/status	CFO
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Falanx Group Limited
b)	LEI	213800YO4F9CUQLALV19
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary Shares of nil par value
b)	Identification code	VGG3338A1075
c)	Nature of the transaction	Issue of share options
d)	Price(s) and volume(s)	Volume(s): 5,000,000 Ordinary Shares Price:  1.92 pence per Ordinary Share Volume(s): 2,520,000 Ordinary Shares Price:  1.00 pence per Ordinary Share
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of the transactions	29 April 2021
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Names	Rick Flood
2	Reason for the notification
a)	Position/status	Managing Director (PDMR)
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Falanx Group Limited
b)	LEI	213800YO4F9CUQLALV19
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary Shares of nil par value
b)	Identification code	VGG3338A1075
c)	Nature of the transaction	Cancellation of share options
d)	Price(s) and volume(s)	Volume(s): 5,000,000 Ordinary Shares Price:  1.92 pence per Ordinary Share Volume(s): 4,999,200  Ordinary Shares Price:  1.00 pence per Ordinary Share
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of the transactions	29 April 2021
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Names	Rick Flood
2	Reason for the notification
a)	Position/status	Managing Director (PDMR)
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Falanx Group Limited
b)	LEI	213800YO4F9CUQLALV19
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary Shares of nil par value
b)	Identification code	VGG3338A1075
c)	Nature of the transaction	Issue of share options
d)	Price(s) and volume(s)	Volume(s): 5,000,000 Ordinary Shares Price:  1.92 pence per Ordinary Share Volume(s): 4,999,200  Ordinary Shares Price:  1.00 pence per Ordinary Share
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of the transactions	29 April 2021
f)	Place of the transaction	Outside of a trading venue

 

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