8 December 2022
FALANX GROUP LIMITED
("Falanx" or the "Company")
Result of AGM
Update on Share Reorganisation and Change of Name
Total Voting Rights
Falanx Group Limited (AIM: FLX), the global cyber security provider, announces that at the Annual General Meeting ("AGM") held earlier today, all resolutions were passed. Details of the resolutions were set out in the notice of AGM dated 15 November 2022 and results of the proxy voting are set out below.
All capitalised terms in this announcement are as defined in the Notice of AGM which, are available on the Company's website, falanxcyber.com.
Change of name and TIDM
Further to the notice of AGM and following the passing of Resolution 9, the Company's name will change to Falanx Cyber Security Limited and the tradeable instrument display mnemonic ("TIDM") of the Company will be changed to "FCS". This is expected to become effective from 8.00 a.m. on 12 December 2022.
Share Reorganisation
Further to the notice of AGM and following the passing of Resolution 10, the Company will be undertaking a consolidation of 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. At the Record Date, being 6 p.m. on 20 December 2022, the 526,421,185 Existing Ordinary Shares will be consolidated into 5,264,212 New Ordinary Shares on the basis of one New Ordinary Share for every 100 Existing Ordinary Shares.
Application will be made for the 5,264,212 New Ordinary Shares to be admitted to trading on AIM. Dealings are expected to commence at 8 a.m. on 20 December 2022. The New Ordinary Shares will trade under the ISIN: VGG3338A1158.
Existing share certificates will cease to be valid following the Share Reorganisation. 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 are expected to have their CREST account credited with their New Ordinary Shares following Admission on 20 December 2022.
Total Voting Rights
In accordance with the provisions of the Disclosure and Transparency Rules of the Financial Conduct Authority, the Company confirms that, following the Share Reorganisation, its issued share capital will comprise 5,264,212 new ordinary shares of no par value. All of the Ordinary Shares have equal voting rights and none of the Ordinary Shares are held in Treasury. The total number of voting rights in the Company is therefore 5,264,212. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure and Transparency Rules.
The expected timetable for implementation of the proposals is as follows:
| Record Date for the Share Reorganisation | 6 p.m. on 19 December 2022 |
| Admission and dealings in the New Ordinary Shares expected to commence on AIM | 20 December 2022 |
| Expected date for CREST accounts to be credited for the New Ordinary Shares to be held in uncertified form | 20 December 2022 |
| Despatch of definitive share certificates in respect of the New Ordinary Shares to be held in certificated form, if applicable | within 10 business days of Admission |
Notes
1. Each of the times and dates above are indicative only and if any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.
2. All of the above times refer to London time unless otherwise stated.
AGM Result
| | | For | Against | Discretion | Votes Withheld | For + Discretion | |||||
|
| Description | Votes | % Votes Cast | Votes | % Votes Cast | Votes | % Votes Cast | Votes | Total Votes Cast (excl. Votes Withheld) | Votes | % Votes Cast |
| 1 | REPORTS AND ACCOUNTS | 131,103,945 | 99.72 | 373,450 | 0.28 | 0 | 0.00 | 0 | 131,477,395 | 131,103,945 | 99.72 |
| 2 | RE-APPOINT AUDITORS | 131,103,945 | 99.72 | 373,450 | 0.28 | 0 | 0.00 | 0 | 131,477,395 | 131,103,945 | 99.72 |
| 3 | REMUNERATION OF AUDITORS | 131,103,945 | 99.72 | 373,450 | 0.28 | 0 | 0.00 | 0 | 131,477,395 | 131,103,945 | 99.72 |
| 4 | REMUNERATION REPORT | 97,770,612 | 74.36 | 33,706,783 | 25.64 | 0 | 0.00 | 0 | 131,477,395 | 97,770,612 | 74.36 |
| 5 | RE-ELECT ALEX HAMBRO | 97,770,612 | 74.36 | 33,706,783 | 25.64 | 0 | 0.00 | 0 | 131,477,395 | 97,770,612 | 74.36 |
| 6 | RE-ELECT IAN SELBY | 131,103,945 | 99.72 | 373,450 | 0.28 | 0 | 0.00 | 0 | 131,477,395 | 131,103,945 | 99.72 |
| 7 | RE-ELECT RICK FLOOD | 131,103,945 | 99.72 | 373,450 | 0.28 | 0 | 0.00 | 0 | 131,477,395 | 131,103,945 | 99.72 |
| 8 | RE-ELECT WILLIAM KILMER | 131,103,945 | 99.72 | 373,450 | 0.28 | 0 | 0.00 | 0 | 131,477,395 | 131,103,945 | 99.72 |
| 9 | CHANGE OF NAME | 131,103,945 | 99.72 | 373,450 | 0.28 | 0 | 0.00 | 0 | 131,477,395 | 131,103,945 | 99.72 |
| 10 | ARTICLES OF ASSOCIATION | 131,103,945 | 99.72 | 373,450 | 0.28 | 0 | 0.00 | 0 | 131,477,395 | 131,103,945 | 99.72 |
| 11 | ALLOT AND ISSUE ORD SHARE | 131,103,945 | 99.72 | 373,450 | 0.28 | 0 | 0.00 | 0 | 131,477,395 | 131,103,945 | 99.72 |
| 12 | ALLOT/ISSUE ORD SHR CAPEX | 131,098,445 | 99.72 | 373,450 | 0.28 | 0 | 0.00 | 5,500 | 131,471,895 | 131,098,445 | 99.72 |
| 13 | PRE-EMPTION RIGHTS | 131,098,445 | 99.72 | 373,450 | 0.28 | 0 | 0.00 | 5,500 | 131,471,895 | 131,098,445 | 99.72 |
| 14 | PRE-EMPTION RIGHTS CAPEX | 131,098,445 | 99.72 | 373,450 | 0.28 | 0 | 0.00 | 5,500 | 131,471,895 | 131,098,445 | 99.72 |
Enquiries:
| Falanx Group Limited Alex Hambro Chairman Mike Read CEO Ian Selby CFO
| Via IFC |
| WH Ireland 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 6630 |
About Falanx
Falanx Group Limited is a cyber security services provider, offering enterprise-class offensive and defensive security solutions to Small and Medium-sized Enterprises (SMEs). For further information visit: www.falanxcyber.com
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