Confirmation of successful fundraising

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 END OF THIS ANNOUNCEMENT.

29 September 2020

FALANX GROUP LIMITED

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

Confirmation of successful fundraising of £ 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 £1.25 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 £75,000 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 Shares to trading on AIM

by 8:00 am on 1 October 2020

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 Ordinary Shares	Percentage of existing issued share capital	Number of Ordinary Shares*	Percentage of Enlarged Share 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 Mike Read - CEO Ian Selby - CFO	Via IFC
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	[phone]

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 reflect the Directors' current views with respect to financial 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 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 Group's operating results, financial 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 qualified in their entirety by this paragraph. Prospective investors should specifically consider the factors identified in this announcement which could cause actual results to differ 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. 

 

END

 

 

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