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Falanx Group Limited (FLX)

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Tuesday 21 April, 2020

Falanx Group Limited

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 

+44 (0) 20 3657 0050 

 

IFC Advisory Ltd, Financial PR & IR

Graham Herring / Zach Cohen

 

+44 (0) 203 934 6630

 

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 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 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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