Falanx Group Limited Notice of AGM (5200G)
15 Novembre 2022 - 6:56PM
UK Regulatory
TIDMFLX
RNS Number : 5200G
Falanx Group Limited
15 November 2022
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 Via IFC
Alex Hambro Chairman
Mike Read CEO
Ian Selby CFO
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 the entire issued ordinary share capital
Share Capital" of the Company immediately following Admission
"Existing Ordinary the Ordinary Shares in issue as at the
Shares" 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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END
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