Falanx Group Limited
("Falanx", "Group" or "the Company")
Notice of Annual General Meeting
Falanx Group Limited (AIM: FLX), the AIM listed provider of cyber security services, announces it will hold its Annual General Meeting ("AGM") at the offices of Blake Morgan LLP, Apex Plaza, Forbury Road, Reading RG1 1AX on 8 December 2022 at 9.00 a.m.
Further details on the arrangement for this year's AGM are set out in the Notice of AGM. The Notice of AGM, together with a Form of Proxy, has been posted on the Company's website today.
The resolutions to be proposed at the AGM inter alia include:
· change of name to Falanx Cyber Security Limited;
· the tradeable instrument display mnemonic ("TIDM") of the Company changing to "FCS"; and
· a Consolidation of shares further details of which are set out below.
Change of name and TIDM
The change of name and TIDM is expected to become effective at 8.00 a.m. on or around 12 December 2022
Consolidation of shares:
The Company's Ordinary Shares trade at a sub penny share price which the Directors believe can cause some confusion in the market and should be simplified.
For this reason, the Directors consider it both appropriate and beneficial to the Company and to the Shareholders to undertake a consolidation of its Ordinary Shares.
Under the Consolidation, 15 Ordinary Shares will be issued to ensure that as part of the Consolidation an exact whole number of New Ordinary Shares will be issued. Then, the Existing Ordinary Shares in issue at the Record Date will be consolidated into 5,264,212 New Ordinary Shares on the basis of one New Ordinary Share for every 100 Existing Ordinary Shares.
Most Shareholders will not at the Record Date hold a number of Existing Ordinary Shares that is exactly divisible by the consolidation ratio. The result of the Consolidation, if approved, will be that such Shareholders will be left with a fractional entitlement to a resulting New Ordinary Share. Any such fractions as a result of the Consolidation will be aggregated and the Directors will in accordance with the Articles sell the aggregated shares in the market for the benefit of a charity nominated by the Directors.
The rights attaching to the New Ordinary Shares will in accordance with the Articles be identical in all respects to those of the existing Ordinary Shares.
Shareholders who hold 100 or more Existing Ordinary Shares before the Consolidation, will continue to hold the same percentage of the Company's Ordinary Shares after the Consolidation.
Existing share certificates will cease to be valid following the Consolidation. New share certificates in respect of the New Ordinary Shares will be issued by first class post at the risk of the Shareholder within 10 business days of Admission.
CREST shareholders will have their CREST accounts credited with their new Ordinary Shares following Admission, which is expected to be on the date of Admission.
The Consolidation will be undertaken as soon as the Company has been issued with a new ISIN, following shareholder approval at the AGM. Notice of the Consolidation, a detailed timetable setting out the Record Date and date of Admission, and details of the new ISIN will be issued via a regulatory new services in due course.
Enquiries:
| Falanx Group Limited Alex Hambro Chairman Mike Read CEO Ian Selby CFO
| Via IFC |
| WH Ireland Limited Mike Coe/ Sarah Mather (Nomad) Joanna Hunt (Corporate Broking)
| + 44 (0) 207 220 1666 |
| IFC Advisory Ltd Financial PR & IR Graham Herring / Zach Cohen | +44 (0) 203 934 663 |
About Falanx
Falanx Group Limited, is a cyber defence provider providing enterprise class defensive and offensive security solutions to SME. For further information: http://www.falanx.com/
DEFINITIONS
| "Admission" | the admission of the Enlarged Ordinary Share Capital to trading on AIM and that admission becoming effective in accordance with the AIM Rules for Companies, notice of which will be announced by the Company via a regulatory news service in due course |
| "AIM" | AIM, the market of that name operated by the London Stock Exchange |
| "AIM Rules" | together, the AIM Rules for Companies, and, where the context requires, the AIM Rules for Nominated Advisers |
| "Annual General Meeting" | the annual general meeting of the Company to be held at the offices of Blake Morgan LLP, Apex Plaza, Forbury Road, Reading RG1 1AX on 8 December 2022 at 9.00 a.m. |
| "Articles" | the articles of association of the Company at the date of this document |
| "Board" or "Directors" | the board of directors of the Company |
| "Company" or "Falanx" | Falanx Group limited, a limited company incorporated in the British Virgin Islands with registered number 1730012 and with its registered office at 173, Maples Corporate Services (BVI) Limited, Kingston Chambers Road Town, Tortola, Virgin Islands, British |
| "Consolidation" | the proposed consolidation of every 100 Existing Ordinary Shares into one New Ordinary Share |
| "CREST" | the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations) |
| "CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI2001/3755) |
| "Enlarged Ordinary Share Capital" | the entire issued ordinary share capital of the Company immediately following Admission |
| "Existing Ordinary Shares" | the Ordinary Shares in issue as at the date of this document being 526,421,185 Ordinary Shares |
| "Form of Proxy" | the form of proxy accompanying this document for use in connection with the Annual General Meeting |
| "New Ordinary Shares" | the new ordinary shares of no par value in the capital of the Company arising from the Consolidation |
| "Ordinary Shares" | ordinary shares of no par value in the capital of the Company |
| "Record Date" | the date and time on which the Ordinary Shares held by Shareholders will be used for the purposes of the Consolidation, notice of which will be announced by the Company via a regulatory news service in due course |
| "Resolutions" | the resolutions of members to be proposed at the AGM to be held pursuant to the notice set out at the end of this document |
| "Shareholders" | holders of issued Ordinary Shares |
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