Falanx Group Ltd (LON:FLX), the global intelligence, security and cyber defence provider, has today announced that further to the announcement made earlier today entitled “ Proposed Accelerated Bookbuild and Conditional Acquisition “, the result of the accelerated bookbuild announced earlier today.
Subject to, inter alia, the admission of the Placing Shares, in aggregate 102,222,222 new ordinary shares of nil nominal value in the Company are to be issued, at a placing price of 4.5 pence per New Ordinary Share (“Placing Price”), raising gross proceeds of £4.6million.
The proceeds of the Placing Shares will be used to fund the acquisition consideration for First Base and the remainder for working capital, integration, development expenditure and transaction fees.
The Placing Shares represent 64.9% of Falanx’s existing outstanding issued share capital.
Mike Read, Chairman & CEO, commented: “I am delighted to welcome First Base to the Falanx team. They are a strong business, with great people and customers. We look forward to this acquisition creating shareholder value as we start to deliver the synergies which we expect to achieve. I am delighted that Unicorn Asset Management VCT has subscribed £1.5m and has acted as cornerstone investor and I look forward to working closely with them. Our market is fast paced and remains highly fragmented, moreover, we continue to see plenty of opportunities to consolidate it further with carefully selected acquisitions.”
Peter Wood, founder of First Base, said: “We are delighted that our business is joining the Falanx Group. Over the last few months we have got to know Falanx well and there is a good cultural fit between the teams and I am pleased that being part of a larger organisation will provide greater opportunities for all our staff and customers. Whilst I am retiring from the business on a full time basis, I will continue to support the development and integration of the business and the management team through my membership of the Falanx Advisory Board.”
Related Party Transactions
The Participating Directors (see below), all of whom are related parties for the purposes of Rule 13 of the AIM Rules for Companies (the “AIM Rules”) have agreed to participate in the Placing as follows. The Participating Directors have agreed to subscribe at the Placing Price of 4.5 pence per New Ordinary Share.
|
Director |
Number of Existing Ordinary Shares |
Number of Placing Shares Subscribed for |
Total Ordinary Shares held immediately following the Accelerated Bookbuild |
% of Enlarged Share Capital immediately following the Capital Raising |
|
Mike Read |
2,577,273 |
6,666,667 |
9243940 |
3.56 |
|
Ian Selby |
– |
666,667 |
666,667 |
0.26 |
|
Emma Shaw |
200,000 |
666,667 |
866,667 |
0.33 |
For the purposes of the AIM Rules, these participations are considered to be related party transactions. John Blamire and Jay Abbott, being the only Directors not participating in the Placing (“Independent Directors”), consider, having consulted with the Company’s Nominated Adviser, SPARK Advisory Partners Limited (“SPARK”), that the terms of the Participating Directors’ Related Party Transactions are fair and reasonable in so far as the Company’s shareholders are concerned. In reaching its opinion, SPARK has taken into account the commercial views of the Directors.
Admission of the new Ordinary Shares to trading on AIM and Total Voting Rights
Application will be made for admission of 102,222,222 new Ordinary Shares to be issued pursuant to the Placing to trading on the AIM Market of the London Stock Exchange, which is expected to take place at 8.00 a.m. on or around 19 March 2018 (“Admission”). The Placing is conditional on Admission becoming effective. The new Ordinary Shares will, when issued, be credited as fully paid and will rank equally in all respects with the existing Ordinary Shares, including the right to receive any dividend or other distribution declared, made or paid after Admission.
For the purposes of the Financial Conduct Authority’s Disclosure and Transparency Rules (“DTRs”), the issued ordinary share capital of the Company following Admission will consist of 259,678,964 Ordinary Shares of nil ordinary value with voting rights attached (one vote per Ordinary Share). There are no Ordinary Shares held in treasury. This total voting rights figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interests in, or a change to their interest in, the Company under the DTRs.
