Grant of Share Options

RNS Number : 3054L

Falanx Group Limited

21 December 2018

 

Falanx Group Limited

("Falanx" or "the Company")

Grant of Share Options

Falanx Group Ltd announces the grant of 4,750,000 share options to the Directors and 9,300,000  share options to other management and employees (together the "Share Options").

The Company considers it important to incentivise employees and Directors through share incentive arrangements and to align them with shareholders to create long term value.

Options under this plan are granted with a strike price of 3.5p each which is approximately 19% higher than the closing mid-market price on 20 December 2018. The option scheme is structured so that there are only returns for participants where the share price has very significantly increased from the current levels.  Individual Director grants are set out below:

Individual Director Option Grants

	Current Share Options	New Grant	Enlarged Share Options
Mike Read	5,000,000	1,500,000	6,500,000
Ian Selby	5,000,000	1,500,000	6,500,000
John Blamire	5,000,000	1,500,000	6,500,000
Emma Shaw	1,250,000	250,000	1,500,000

Vesting Criteria

These Share Options vest in three tranches: the first tranche when the share price reaches 6.5p (25%), the second tranche when the share price reaches 9p (25%) and the third tranche when the share price reaches 12p (50%). The Share Options only vest if the average share price has reached the relevant threshold level for a period of three months, save for the event of a change of control in the Company, in which case they will vest in full. Based on the mid-market closing price on 20^th December 2018 of 2.95p there is no gain at all unless the share price increases by 120% and full gains are not achieved until a gain of 307% has been achieved.

A total of 9,300,000 options have been issued to other staff in the business. All vest as above save for a total of 1,500,000 which have been issued to senior technical staff involved in the development of key technologies and their vesting is based on demanding incremental technical deliveries.

These option grants are under the Company's EMI scheme where the individual and the grant meets EMI criterial. Grants which do not are under the same rules as the EMI scheme but will not benefit from EMI tax status. The Share Options have an exercise period of 10 years from grant under the rules of the EMI Scheme.

The total number of employee share options currently outstanding represents 13.0% of the TVR and 11.5% on a fully diluted basis.

Enquiries:

Falanx Group Limited Mike Read, Chief Executive Officer		www.falanx.com
SPARK Advisory Partners Limited Nominated Adviser Matt Davis / James Keeshan	[phone]
Turner Pope Investments (TPI) Ltd Broker Ben Turner / James Pope IFC Advisory Ltd Financial PR & IR Graham Herring Miles Nolan Zach Cohen	[phone] [phone]

About Falanx

Falanx Group Limited, is a global intelligence and cyber defence provider working with blue chip and government clients. It operates the MidGARD cyber monitoring platform for corporate and governmental customers which utilises a combination of proprietary and third-party processes and technologies. For more information: http://www.falanx.com/

The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1.    Mike Read 2.    Ian Selby 3.    John Blamire 4.    Emma Shaw
2	Reason for the notification
a)	Position/status	1.    Chairman and Chief Executive Officer; Director 2.    Chief Financial Officer; Director 3.    Chief Operations Officer; Director 4.    Non-Executive Director; Director
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 Identification code	Options over Ordinary Shares ISIN: VGG3338A1075
b)	Nature of the transaction	Grant of options
c)	Price(s) and volume(s)	Price: 3.5p Volume 1.    1,500,000 2.    1,500,000 3.    1,500,000 4.    250,000
d)	Aggregated information	- volume: 4,750,000 - Price: 3.5p
e)	Date of the transaction	21 December 20018
f)	Place of the transaction	Not on a trading venue

 

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