Salary sacrifice, grant of options & PDMR dealing

RNS Number : 2664K

Falanx Group Limited

21 April 2020

 

21 April 2020

FALANX GROUP LIMITED

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

Salary sacrifice, grant of options and PDMR dealing

Falanx Group Limited, the AIM listed (FLX.L) provider of cyber security and strategic intelligence services, today provides further details of the salary sacrifice, grant of options and PDMR dealing announced in the Company's trading update on 31 March 2020.

Salary sacrifice and grant of options

As announced on 31 March 2020, the Company has implemented certain measures designed to strengthen the Company's balance sheet and expected cash performance over the next few months. One of these measures included voluntary salary sacrifices by the directors, certain senior managers and staff and the Company announced at that time an intention to compensate those participating through the grant of new share options.

The Group today announces that its Executive Directors and certain of its senior managers and employees have agreed to reduce their cash remuneration between 1 April 2020 and 30 September 2020 and in return for this they will be offered options over new shares, as further detailed below, totalling, in aggregate, 31,410,000 million   (the "New Options"). In addition, the Non-Executive Directors will receive 1,599,600 warrants, in aggregate, in return for their salary sacrifice in respect of the same period on identical terms to the New Options (the "Warrants").

In order to seek to minimise the dilution to shareholders as much as possible, this new option pool has been created partly by the waiver of certain share options granted in March and December 2018 to Directors/PDMRs and senior managers. The total number of options waived is 25.7 million (the "Surrender") and the number needed for this new scheme is 33 million which equates to circa £0.2m of sacrificed remuneration and associated costs over the six-month period between 1 April 2020 and 30 September 2020. Included within this the Executive Directors will receive 9,120,000 New Options and the Non-Executive Directors will receive 1,599,600 Warrants, as further set out in the tables below.

New Options

The New Options will be granted, wherever possible, under EMI rules, and will vest from 1 October 2020 with an exercise period of 10 years ending on 20 April 2030. As announced on 31 March 2020, the exercise price of each option is 1 penny per share, an increase of 75% above the closing price of 0.57 pence per share on 30 March 2020, being the trading day immediately before that announcement. The New Options have customary good leaver and bad leaver provisions and acceleration of vesting criteria in certain specified circumstances. The Warrants are being granted with an identical exercise price and for an identical period of time.

A further 1,250,000 share options are being issued in the ordinary course of the Group's remuneration policy to staff under the Group's existing EMI scheme. These have an exercise price of 1.15 pence each.

Total options in the Group

Following the Surrender and the grant of the New Options and Warrants, the Company will have a total of 80,237,004 share options and Warrants in issue, 9,000,000 of which are expected to lapse by June 2020. This equates to 20.0 % of the current issued share capital prior to any lapse and 17.8% after this expected lapse.  

Director/PDMR dealings

The table below sets out details on the waivers and grant of New Options in respect of PDMRs:

Director/PDMR	Number of existing options waived as part of the Surrender	Number of existing options left	Number of New Options granted	Total number of options held (including New Options granted)
Mike Read	6,500,000	5,000,000	6,600,000	11,600,000
Ian Selby	6,500,000	5,000,000	2,520,000	7,520,000
Emma Shaw	1,500,000	Nil	Nil	Nil

The table below sets out details on the issue of the Warrants in respect of PDMRs:

Non-Executive Director/PDMR	Total number of Warrants held previously	Number of Warrants granted	Total number of Warrants held
Alex Hambro	Nil	1,200,000	1,200,000
Emma Shaw	Nil	399,600	399,600

Mike Read, CEO, commented:

"I am delighted with the vote of confidence that a very significant proportion of our team have given Falanx. It is particularly pleasing that their support for this programme aligns them with shareholders objectives.  This, together with the other cost saving measures which we are putting in place, will result in a significant reduction in our ongoing cash spend providing us with the flexibility needed in these challenging times."

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	+ 44 (0) 207 710 7600
Turner Pope Investments (TPI) Limited, Joint Broker Andy Thacker/Zoe Alexander	[phone]
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/

Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMRs") and persons closely associated ("PCA") with them.

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	Options over Ordinary Shares of nil par value
b)	Identification code	VGG3338A1075
c)	Nature of the transaction	Surrender of options over Ordinary Shares
d)	Price(s) and volume(s)	Volume(s): 6,500,000 Ordinary Shares Exercise price of options being surrendered: 5,000,000 with a price of 5  pence per option over each Ordinary Share and 1,500,000 with a price of 3.5 pence per ordinary share.
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of the transactions	20 April 2020
f)	Place of the transaction	Outside 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	Options over Ordinary Shares of nil par value
b)	Identification code	VGG3338A1075
c)	Nature of the transaction	Surrender of options over Ordinary Shares
d)	Price(s) and volume(s)	Volume(s): 6,500,000 Ordinary Shares Exercise price of options being surrendered: 5,000,000 with a price of 5  pence per option over each Ordinary Share and 1,500,000 with a price of 3.5 pence per ordinary share
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of the transactions	20 April 2020
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Names	Emma Shaw
2	Reason for the notification
a)	Position/status	Non-Executive 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	Options over Ordinary Shares of nil par value
b)	Identification code	VGG3338A1075
c)	Nature of the transaction	Surrender of options over Ordinary Shares
d)	Price(s) and volume(s)	Volume(s): 1,500,000 Ordinary Shares Exercise price of options being surrendered: 750,000 with an exercise price of 5.88  pence per option over each Ordinary Share, 500,000 with an exercise price of 5 pence per option and 250,000 with an exercise price of 3.5 pence per option.
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of the transactions	20 April 2020
f)	Place of the transaction	Outside 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	Options over Ordinary Shares of nil par value
b)	Identification code	VGG3338A1075
c)	Nature of the transaction	Grant of options over Ordinary Shares
d)	Price(s) and volume(s)	Volume(s): 6,600,000 Ordinary Shares Exercise price of options being granted: 1 penny per option over each Ordinary Share
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of the transactions	20 April 2020
f)	Place of the transaction	Outside 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	Options over Ordinary Shares of nil par value
b)	Identification code	VGG3338A1075
c)	Nature of the transaction	Grant of options over Ordinary Shares
d)	Price(s) and volume(s)	Volume(s): 2,520,000 Ordinary Shares Exercise price of options being granted: 1 penny per option over each Ordinary Share
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of the transactions	20 April 2020
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Names	Alex Hambro
2	Reason for the notification
a)	Position/status	Chair
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	Warrants over Ordinary Shares of nil par value
b)	Identification code	VGG3338A1075
c)	Nature of the transaction	Grant of warrants over Ordinary Shares
d)	Price(s) and volume(s)	Volume(s): 1,200,000 Ordinary Shares Exercise price of warrants being granted: 1 penny per option over each Ordinary Share
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of the transactions	20 April 2020
f)	Place of the transaction	Outside a trading venue
1	Details of the person discharging managerial responsibilities / person closely associated
a)	Names	Emma Shaw
2	Reason for the notification
a)	Position/status	Non-Executive 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	Warrants over Ordinary Shares of nil par value
b)	Identification code	VGG3338A1075
c)	Nature of the transaction	Grant of warrants over Ordinary Shares
d)	Price(s) and volume(s)	Volume(s): 399,600 Ordinary Shares Exercise price of warrants being granted: 1 penny per option over each Ordinary Share
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of the transactions	20 April 2020
f)	Place of the transaction	Outside a trading venue

 

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