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 |
+44 (0) 203 934 663 |
| 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 |
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.