Defenx : Update re proposed cancellation

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 €250,000 (£213,000) 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 (£85,500). 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	020 3198 9414
Anthony Reeves - Interim Executive Chairman
Strand Hanson Limited (Nominated and Financial	020 7409 3494
Adviser to the Company)
Richard Tulloch / Stuart Faulkner / James Bellman
WH Ireland (Broker to the Company)	020 7220 1666
Adrian Hadden
IFC Advisory (Financial PR and IR)	020 3934 6630
Tim Metcalfe / Graham Herring / Florence Chandler

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.

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