Defenx PLC Delivery and Acceptance of BV-Tech’s Software

Defenx Plc

Defenx PLC (LON:DFX), the mobile security software solutions company, is pleased to announce that further to the announcement on 11 April 2017 of the acquisition by the Company of a bespoke version of BV-Tech SpA’s (“BV-Tech”) encrypted voice and messaging software (the “Software”), the Software has now been delivered and formally accepted by the Company.

Following formal acceptance, Defenx now owns the Software and has the right to develop and commercially exploit it. In addition, in accordance with the terms of the software purchase agreement entered into by the parties, the €2.65 million (£2.26 million) consideration to be settled through the issue of 1,982,222 new ordinary shares of 1.8 pence (“Ordinary Shares”) at 114 pence per share (the “Consideration Shares”) is now due.

Admission to trading

Application has been made to the London Stock Exchange for the admission of the Consideration Shares to trading on AIM and admission is expected to commence at 8.00 a.m. on 9 May 2017. The Consideration Shares rank pari passu in all respects with the existing Ordinary Shares.

Notification of shareholdings

The Company has also received notification from BV-Tech that it has acquired the entire holding of 336,500 shares from Safe Active Srl (“Safe Active”) in an off-market transaction. Accordingly, Safe Active no longer has a holding in Defenx.

BV-Tech’s Shareholding

Following the issue of the 1,982,222 Consideration Shares to BV-Tech and the acquisition of shares from Safe Active, BV-Tech is interested in 3,480,388 Ordinary Shares representing approximately 29.6 per cent. of the Company’s issued share capital as enlarged by the issue of the Consideration Shares. The Consideration Shares are subject to the lock-in arrangements as detailed in the announcement of 11 April 2017.

In addition, as a result of the issue of the Consideration Shares, Andrea Stecconi’s existing holding of 1,826,836 Ordinary Shares represents approximately 15.5 per cent. of the Company’s issued share capital as enlarged by the issue of the Consideration Shares.

Total Voting Rights

Following the admission of the Consideration Shares, Defenx has 11,761,694 Ordinary Shares in issue and admitted to trading on AIM.

The figure, therefore, of 11,761,694 Ordinary Shares 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 Guidance and Transparency Rules. Defenx holds no Ordinary Shares in treasury

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