Falanx Group Limited - Result of AGM

Cloudified Holdings

08/12/2022 16:29

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RNS Number : 1238J  Falanx Group Limited  08 December 2022

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   20 December 2022
 be held in uncertified form
 Despatch of definitive share certificates in respect of the New Ordinary        within 10 business days of Admission
 Shares to be held in certificated form, if applicable

(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              Via IFC

 Alex Hambro Chairman

 Mike Read CEO

 Ian Selby CFO

 WH Ireland                        + 44 (0) 207 220 1666

 Mike Coe/ Sarah Mather (Nomad)

 Joanna Hunt (Corporate Broking)

 IFC Advisory Ltd                  +44 (0) 203 934 6630

 Financial PR & IR

 Graham Herring / Zach Cohen

 

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 (http://www.falanxcyber.com)

 

 

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