DFX.L Regulatory News (DFX)

11 April 2017

Defenx PLC("Defenx", the "Company" or the "Group")

Conversion of Deferred Shares and notification of interest in shares

Defenx PLC (AIM:DFX), the mobile security software solutions company, announces the conversion of all of the Company's outstanding deferred shares into ordinary shares.

Conversion of Deferred Shares

In accordance with the Company's articles of association, the Company has today received valid notices from the holders of 2,400,000 deferred shares of £0.0001 each in the capital of the Company ("Deferred Shares") ("Deferred Share Holders"), representing all of the Deferred Shares, for the conversion of such Deferred shares into ordinary shares of 1.8 pence each in the capital of the Company ("Ordinary Shares").

The Deferred Shares are convertible in to Ordinary Shares on an 8 for 1 basis for a consideration of 79.92 pence per resultant Ordinary Share. Accordingly, pursuant to the conversion notices, the 2,400,000 Deferred Shares have today been converted into 300,000 Ordinary Shares ("Conversion Shares") for a conversion consideration of £239,760 ("Conversion"). The Conversion proceeds will be used by the Company for general working capital purposes.

Following the Conversion, there are no further Deferred Shares in issue.

The Company has also been notified that the Deferred Share Holders and BV-Tech SpA ("BV_Tech") have today entered into an agreement under which BV-Tech has agreed to purchase all of the 300,000 Conversion Shares at 114 pence per share.

Admission to trading

Application will be made to the London Stock Exchange for the admission of the Conversion Shares to trading on AIM and admission is expected to commence at 8.00 a.m. on 19 April 2017 ("Conversion Share Admission"). The Conversion Shares rank pari passu in all respects with the existing Ordinary Shares.

BV-Tech's Shareholding and Andrea Stecconi's Shareholding

Following the issue of the Conversion Shares, BV-Tech will hold 1,161,666 Ordinary Shares, being the Conversion Shares and the shares issued pursuant to the cash subscription announced earlier today, representing, in aggregate, approximately 11.9 per cent. of the Company's issued share capital as enlarged by the issue of the Conversion Shares.

Following the issue of the 1,982,222 consideration shares, to be issued to BV-Tech in respect of the acquisition announced earlier today, BV-Tech will hold 3,143,888 Ordinary Shares representing approximately 26.7 per cent. of the Company's then issued share capital as enlarged by the issue of the such consideration shares and the Conversion Shares.

In addition, as a result of the issue of the issue of the Conversion Shares, Andrea Stecconi's existing holding of 1,826,836 Ordinary Shares will represent approximately 18.7 per cent. of the Company's issued share capital as enlarged by the issue of the Conversion Shares.

Total Voting Rights

Following the Conversion Share Admission, Defenx will have 9,779,472 Ordinary Shares in issue and admitted to trading on AIM.

The figure, therefore, of 9,779,472 may be used by Shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the share capital of Defenx under the Financial Conduct Authority's Disclosure Rules and Transparency Rules. Defenx holds no Ordinary Shares in treasury.

Enquiries

About Defenx

Founded in 2009, Defenx is a fast-growing and profitable security software company that offers a range of products for the mobile, PC and network security markets. Defenx security software is priced competitively, fully featured and efficient (reduced use of memory, processing capacity and therefore power).

A flexible marketing strategy, focused on white-label and profit-share arrangements with distributors, telecoms companies and hardware manufacturers, enables Defenx to compete with established industry incumbents. Since inception, Defenx has sold over 5.7 million security software licences, primarily in Europe, the Middle East and Africa.

Defenx's global distribution partners currently include 3Italia, Seagate Technology, Türk Telecom and Western Digital, amongst others including telecoms operators, systems integrators and original equipment manufacturers. Defenx was admitted to trading on AIM on 3 December 2015 and acquired Memopal Srl in August 2016, which has allowed the Company to diversify its product portfolio and grow its customer base by adding proprietary cloud backup and synchronisation technology as well as new channel partners.

investors.defenx.com

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 ("MAR").