Defenx plc Update re proposed cancellation (7616U)
November 27 2019 - 2:00AM
UK Regulatory
TIDMDFX
RNS Number : 7616U
Defenx plc
27 November 2019
27 November 2019
Defenx PLC
("Defenx", the "Company" or the "Group")
Update re proposed cancellation of admission to trading on AIM
and Loan Facility
Defenx PLC (AIM: DFX), the cyber-security software group,
provides an update in respect to the proposed cancellation of the
admission of its ordinary shares of 1.8 pence each in the capital
of the Company ("Ordinary Shares") to trading on the AIM Market of
the London Stock Exchange (the "Cancellation"), as detailed in its
announcement of 4 November 2019.
The Company continues to work to finalise a circular detailing
the Cancellation and to convene a general meeting of its
shareholders to approve the Cancellation. The board of the Company
(the "Board") currently expects that the circular will now be
issued in early December, with a general meeting during December
2019 and, subject to shareholder approval, it is expected that
Cancellation will take effect during January 2020.
The Cancellation will be conditional upon the consent of not
less than 75% of votes cast by Defenx's shareholders at the general
meeting. As detailed in the announcement of 4 November 2019, the
Board notes that BV Tech S.p.A. ("BV Tech"), the Company's majority
shareholder, has a current interest in 67.1 % of the Company's
issued share capital and BV Tech has indicated that it will enter
into an irrevocable undertaking to vote in favour of the
Cancellation.
Loan Facility
In light of the costs associated with the forthcoming
Cancellation process and the Group's ongoing working capital
requirements, BV Tech has provided an unsecured loan facility of
EUR250,000 (GBP213,000) to the Company (the "Loan Facility"). The
Loan Facility will accrue interest at a rate of 6.0% per annum on
amounts drawn down and is repayable in full, along with all accrued
interest, on 1 March 2020 or earlier at the Company's election.
In accordance with its terms, the Loan Facility will be able to
be drawn upon for the purpose of meeting payment obligations
associated with the Cancellation process and general working
capital requirements. The Group's working capital requirements will
include the settlement of certain payments due to the Swiss tax
authorities in respect of the Company's Swiss subsidiary, as set
out in the Company's interims for the six months ended 30 June
2019, announced on 30 September 2019. In addition to the 2016
assessment, the Swiss tax authorities have now provided an
assessment for 2017 of approximately CHF110,000 (GBP85,500). The
Board confirms that the Company is proposing to appeal the amount
for 2017 and, having taken advice, believe that the quantum due is
significantly lower. Further announcements on this matter will be
made as appropriate.
As BV Tech is a substantial shareholder of the Company, as
defined in the AIM Rules for Companies, the Loan Facility is
classified as a related party transaction pursuant to AIM Rule 13.
Accordingly, the independent Directors of the Company (being all of
the Directors other than Raffaele Boccardo who is a director of and
interested in BV Tech), having consulted with the Company's
Nominated Adviser, Strand Hanson Limited, consider that the terms
of the Loan Facility are fair and reasonable insofar as the
Company's shareholders are concerned.
The Company will keep shareholders updated with regard to these
matters and further announcements will be made as and when
appropriate.
Enquiries
Defenx PLC
Anthony Reeves - Interim Executive Chairman 020 3198 9414
Strand Hanson Limited (Nominated and Financial Adviser
to the Company)
Richard Tulloch / Stuart Faulkner / James Bellman 020 7409 3494
WH Ireland (Broker to the Company)
Adrian Hadden 020 7220 1666
IFC Advisory (Financial PR and IR)
Tim Metcalfe / Graham Herring / Florence Chandler 020 3934 6630
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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