TIDM0Y71
RNS Number : 2456T
Malin Corporation PLC
23 November 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE IT
IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
23 November 2021
Malin Corporation plc
("Malin" or the "Company")
Proposed Return of up to EUR80 million by way of Tender Offer at
EUR8.30 per Ordinary Share
and
Notice of Extraordinary General Meeting
-- EUR80 million capital return by way of a tender offer in
December 2021, bringing total capital returns in 2021 to over EUR95
million
-- Tender Price is set at EUR8.30 per Ordinary Share
-- Tender Price represents a premium of 27.7% to Malin's share
price and a discount of 7.1% to Malin's Estimated Intrinsic Equity
Value per Ordinary Share
-- EGM to vote on tender offer resolution set for 16 December 2021
Commenting on the announcement, Darragh Lyons, Chief Executive
Officer, said: "We are delighted to be delivering on our
long-standing commitment to return excess capital of the business
to our shareholders. This follows the significant bolstering of our
cash reserves and the repayment of our debt during 2021, following
the divestments of Kymab and Altan at significant premiums to their
last disclosed fair value estimates. Our cash balance of
approximately EUR36 million following the completion of the tender
offer, together with expected future realisation proceeds, will
enable us to exploit future value-accretive strategic business
opportunities and to support our remaining investee companies
through to their maximal value potential ."
Introduction
On 1 October 2021, Malin announced its intention to make a
significant return of capital to Shareholders before the end of
this year. The Company is today pleased to announce details of a
proposal to return up to approximately EUR80 million to Qualifying
Shareholders by way of a tender offer (the "Tender Offer") for up
to approximately 22.09% of the Issued Ordinary Share Capital of
Malin.
Under the Tender Offer, Qualifying Shareholders are invited to
tender some or all of their Ordinary Shares (with an Individual
Basic Entitlement to tender approximately 22.09% of the Ordinary
Shares held by them at the Tender Offer Record Date, rounded down
to the nearest whole number) at a price of EUR8.30 per Ordinary
Share (the "Tender Price").
Qualifying Shareholders are not required to tender any or all of
their Ordinary Shares if they do not wish to do so.
The Tender Price represents a premium of 27.7% to the closing
price of EUR6.50 per Ordinary Share on 19 November 2021 and
represents a 7.1% discount to Estimated Intrinsic Equity Value per
Ordinary Share of EUR8.93 on 19 November 2021.
A circular (the "Circular"), containing the formal terms and
conditions of the Tender Offer and instructions to Qualifying
Shareholders on how to tender their Ordinary Shares should they
choose to do so, will be posted today on the Company's website and
mailed to applicable Qualifying Shareholders. The Circular also
contains a notice of Extraordinary General Meeting ("EGM") to be
held at the Conrad Dublin Hotel, Earlsfort Terrac , Dublin 2, D02
V562, Ireland on 16 December 2021 at 10.00 a.m. to consider the
resolution necessary to implement the Tender Offer (the "Tender
Offer Resolution"). The Circular includes a recommendation from the
Board of Malin to vote in favour of the Tender Offer
Resolution.
The Tender Offer opens today and will close at 1.00 p.m. on 21
December 2021.
An expected timetable of principal events is set out in Appendix
I to this announcement. Capitalised terms used in this
announcement, which have not been defined have the meanings given
to them in the Circular, unless the context provides otherwise.
Background to and reasons for the Tender Offer
Part of Malin's strategy, which has been outlined in its
communications to investors since the Ordinary Shares were
initially admitted to trading in 2015, is to execute returns of
capital to Shareholders of the excess capital of the business
following the realisation of value from its investee companies. The
Tender Offer executes on that strategy.
On 9 April 2021, Malin announced the sale of one of its investee
company holdings, Kymab Group Limited ("Kymab"), which delivered
gross upfront proceeds to Malin of $113 million (approximately
EUR95 million), with the potential to receive up to a further $33
million on the achievement of certain milestones. On 18 June 2021,
with the announcement of the proposed sale of Altan Pharma Limited
("Altan") to Ethypharm, Malin announced that it expected to use the
net proceeds received from the sale of Altan, along with cash on
hand, to undertake a significant return of capital to Shareholders
following the close of the transaction.
On 1 October 2021, Malin announced that, following the
completion of the Altan sale, as previously communicated, it
intends to initiate a significant return of capital to its
Shareholders before the end of this year. It was also announced
that the capital return would be effected by means of a tender
offer. In choosing this mechanism the Board considered the benefits
of a tender offer over other forms of capital return (see "Benefits
of the Tender Offer to Shareholders" below).
The Board has concluded that a return of up to EUR80 million of
capital by way of the Tender Offer is in the best interests of the
Company. When aggregated with share repurchases completed by the
Company in the period from May to August 2021 pursuant to its
rolling buyback programme, this would result in total capital
returns to Shareholders from the Company of over EUR95 million in
2021. The Board has determined that the quantum of the Tender Offer
is appropriate and in the best interests of the Company, providing
a significant near-term return of capital to Shareholders with the
excess capital in the business. Following the return of the
proposed Tender Offer proceeds, the Company estimates that it will
have cash of approximately EUR36 million, which the Board has
determined is sufficient capital, alongside expected future
realisation proceeds, to exploit future value-accretive strategic
business opportunities and to support its existing investee
companies through to their maximal value potential. The Board
remains committed to seeking to maximise value for
Shareholders.
Benefits of the Tender Offer to Shareholders
The benefits of the Tender Offer are that it:
-- is available to all Qualifying Shareholders regardless of the
size of their shareholdings (subject to rounding in the case of
fractional entitlements);
-- recognises the Estimated Intrinsic Equity Value per Ordinary
Share and the significant discount that the Ordinary Shares trade
at compared to this value;
-- means tendering Qualifying Shareholders will receive a
premium of 27.7% to the closing price of EUR6.50 per Ordinary Share
on 19 November 2021 (being the Latest Practicable Date) and
represents a discount of 7.1% to the Estimated Intrinsic Equity
Value per Ordinary Share of EUR8.93 on 19 November 2021;
-- provides Qualifying Shareholders who wish to sell Ordinary
Shares the opportunity to do so on an equivalent basis to all
Qualifying Shareholders; and
-- enables those Qualifying Shareholders who do not wish to
realise their investment in Ordinary Shares at this time to
maintain their current investment in Malin and increase their
relative stake in Malin.
How to participate in the Tender Offer
Each Qualifying Shareholder is entitled to tender a number of
Ordinary Shares equal to (or less than, if they so choose) their
Individual Basic Entitlement. Qualifying Shareholders will also be
entitled to apply to tender Ordinary Shares in excess of their
Individual Basic Entitlement and, to the extent that other
Shareholders do not tender their Individual Basic Entitlement, all
such Ordinary Shares will be scaled back pro rata to the total
number of such Ordinary Shares tendered in excess of the aggregate
Individual Basic Entitlement, such that the total number of
Ordinary Shares purchased pursuant to the Tender Offer does not
exceed 9,638,554 and the maximum total cost of the Ordinary Shares
purchased pursuant to the Tender Offer does not exceed EUR80
million, in accordance with the terms and conditions of the Tender
Offer set out in the Circular.
Pentwater participation in the Tender Offer and EGM voting
support
Pentwater Capital Management LP and its affiliates ("Pentwater")
currently own, manage or control, in aggregate, 12,472,982 Ordinary
Shares, representing approximately 28.59% of the Issued Ordinary
Share Capital of Malin as at the Latest Practicable Date. Pentwater
intends to participate in the Tender Offer, and has irrevocably
undertaken to tender, in aggregate, 2,755,187 Ordinary Shares
(which is equal to its Individual Basic Entitlement) under the
Tender Offer at the Tender Price and to vote in favour of the
Tender Offer Resolution in respect of its aggregate shareholding.
Pentwater is participating in the Tender Offer in respect of its
Individual Basic Entitlement so that an obligation for Pentwater to
make a mandatory offer in cash for the entire issued share capital
of the Company pursuant to Rule 37 of the Irish Takeover Rules is
not triggered as a result of the Tender Offer and in order that the
Board can comply with its obligations under Rule 37 (c) of the
Irish Takeover Rules in connection with the Tender Offer. Further
details of this irrevocable undertaking are set out in the
Circular.
Full terms and conditions of the Tender Offer
The Tender Offer is to be effected by Davy, which is acting as
principal and on the terms and subject to the conditions referred
to in the Circular. Davy and the Company have entered into an
Option Agreement pursuant to which Davy has the right to require
the Company to acquire the Ordinary Shares purchased by it under
the Tender Offer at the Tender Price and the Company has the right
to acquire such Ordinary Shares from Davy at the Tender Price. The
Ordinary Shares successfully tendered under the Tender Offer will
be subsequently acquired by Malin from Davy pursuant to the Option
Agreement and cancelled.
Full details of the Tender Offer, including the terms and
conditions on which it is made, as well as the procedure for
tendering and settlement, are included in the Circular which has
today been posted to Shareholders and is also available on the
Company's website ( www.malinplc.com ).
Extraordinary General Meeting
Implementation of the Tender Offer requires approval by
resolution of the Shareholders. The Tender Offer Resolution will be
proposed at an Extraordinary General Meeting of the Company to be
held at the Conrad Dublin Hotel, Earlsfort Terrac , Dublin 2, D02
V562, Ireland at 10.00 a.m. on 16 December 2021. If the Tender
Offer Resolution is not passed by the Shareholders at the EGM, the
Company will not implement the Tender Offer.
Malin considers the well-being of our Shareholders, employees
and other attendees at our EGM as a top priority. Given
recommendations made by the Government of Ireland and aimed at
reducing the spread of COVID-19, we strongly encourage all
Shareholders to submit Forms of Proxy to ensure they can vote and
be represented at the EGM without having to physically attend the
meeting. In particular, the Company advises that Shareholders who
are experiencing any COVID-19 symptoms or anyone who has been in
contact with any person experiencing any COVID-19 symptoms should
not attend the EGM in person.
In the lead up to the EGM, the Company will continue to monitor
the impact of COVID-19 in Ireland. If it becomes necessary or
appropriate to make alternative arrangements for the holding of the
EGM, we will ensure that Shareholders are given as much notice as
possible through a Regulatory Information Service and on the
Company's website ( www.malinplc.com ).
Shareholders may listen to the proceedings of the meeting
remotely by teleconference using the dial-in details below:
Ireland (Local) 01 5369584
United Kingdom (Local) 020 3936 2999
USA (Local) 1 646 664 1960
All other locations +44 20 3936 2999
Listen-Only Access Code 579015
For further information contact:
Malin
Fiona Dunlevy, Company Secretary ( cosec@malinplc.com )
Jessica Bergin, Investor Relations & External Reporting (
investorrelations@malinplc.com )
Tel: +353 (0)1 901 5700
Davy (Financial Adviser, Euronext Growth Adviser & Joint
Broker)
Brian Garrahy / Daragh O'Reilly
Tel: +353 (0)1 679 6363
Liberum (Joint Broker)
Bidhi Bhoma
Tel: +44 (0) 20 3100 2000
Powerscourt (Media enquiries)
Eavan Gannon
Tel: +353 83 448 8339
malin@powerscourt-group.com
Appendix I
Expected Timeline of Principal Events
The dates and times set out below are indicative only and are
based on the Company's current expectations and may be subject to
change. References to time in this document are to Dublin, Ireland
time unless otherwise stated. If any of the above times and/or
dates change, the revised time(s) and/or date(s) will be notified
to Shareholders by announcement through a Regulatory Information
Service.
Event Time/Date
---------------------------------------------------------- ----------------------------------------------------------
Launch of Tender Offer / Tender Offer opens for 23 November 2021
acceptance
---------------------------------------------------------- ----------------------------------------------------------
Latest time and date for receipt of Forms of Proxy for 10.00 a.m. on 14 December 2021
EGM
---------------------------------------------------------- ----------------------------------------------------------
Time and Date of EGM 10.00 a.m. on 16 December 2021
---------------------------------------------------------- ----------------------------------------------------------
Latest time and date for receipt of Electronic 12.00 p.m. on 21 December 2021
Instructions from Qualifying Euroclear Participants
---------------------------------------------------------- ----------------------------------------------------------
Latest time and date for receipt of Electronic Please refer to corporate actions bulletin for cut-off
Instructions from Qualifying CDI Holders deadline
---------------------------------------------------------- ----------------------------------------------------------
Latest time and date for receipt of Tender Forms 1.00 p.m. on 21 December 2021
(Qualifying Certificated Shareholders only)
---------------------------------------------------------- ----------------------------------------------------------
Closing Date for the Tender Offer 1.00 p.m. on 21 December 2021
---------------------------------------------------------- ----------------------------------------------------------
Tender Offer Record Date 6.30 p.m. on 21 December 2021
---------------------------------------------------------- ----------------------------------------------------------
Announcement of results of the Tender Offer 7.00 a.m. on 22 December 2021
---------------------------------------------------------- ----------------------------------------------------------
Purchase of Ordinary Shares under the Tender Offer 22 December 2021
---------------------------------------------------------- ----------------------------------------------------------
Cheques dispatched and Euroclear Bank accounts credited No later than ten Business Days following the Closing
in respect of Tender Offer proceeds Date
---------------------------------------------------------- ----------------------------------------------------------
Note: Different deadlines and procedures for tenders may apply
in certain cases. This is particularly relevant if you hold your
interest in Ordinary Shares in book-entry form (i.e. via the
Euroclear Bank system, or in CDIs via the CREST system). All such
persons who are eligible for and wish to participate in the Tender
Offer and/or who wish to exercise voting rights in connection with
the Tender Offer Resolution proposed for consideration at the EGM
are recommended to consult with their stockbroker, bank manager,
solicitor, accountant or other independent professional adviser at
the earliest opportunity given the possibility that earlier
deadlines for actions than those set out above will be applied by
relevant service providers.
Important Notices
This announcement contains Inside Information.
This announcement does not constitute, or form part of, an offer
or any solicitation of an offer, to purchase or repurchase
securities in any jurisdiction or constitute a recommendation or
advice in respect of any securities or other financial instruments
or any other matter. Malin shareholders are advised to read
carefully the Circular. Any response to the Tender Offer should be
made only on the basis of the information in the Circular.
Davy, which is regulated in Ireland by the Central Bank, is
acting exclusively for Malin and no-one else in connection with the
matters described in this announcement. Davy will not regard any
other person (whether or not a recipient of this announcement) as
its customer or be responsible to any other person for providing
the protections to customers of Davy nor for providing advice in
relation to the transactions and arrangements described in this
announcement. Davy is not making any representation or warranty,
express or implied, as to the contents of this announcement. Davy
has not approved the contents of, or any part of, this announcement
and no liability whatsoever is accepted by Davy for the accuracy of
any information or opinions contained in this announcement or for
the omission of any information from this announcement.
Forward-looking Statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of the Group and certain plans and objectives of the
Board, that are subject to risk factors associated with, amongst
other things, the economic and business circumstances occurring
from time to time in the countries, sectors and business segments
in which the Group operates. These factors include, but are not
limited to, those discussed in Part 4 (Risk Factors) of the
Circular. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
of similar meaning. These statements are based on assumptions and
assessments made by the Board in light of its experience and
perception of historical trends, current conditions, expected
future developments and other factors it believes appropriate.
By
their nature, forward-looking statements involve risk and
uncertainty, and the factors described in the context of such
forward-looking statements in this document could cause actual
results or developments to differ materially from those expressed
in or implied by such forward-looking statements.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this document. Malin
assumes no obligation to update or correct the information
contained in this document, whether as a result of new information,
future events or otherwise, except to the extent required by law or
the Euronext Growth Rules.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and publication of this document shall not give
rise to any implication that there has been no change in the facts
set out in this document since such date. Nothing contained in this
announcement shall be deemed to be a forecast, projection or
estimate of the future financial performance of Malin except where
expressly stated.
Notice for UK Shareholders
This announcement and any other documents or materials relating
to the Tender Offer (including the Circular and the Tender Form)
are not being made, and this announcement or such documents and/or
materials relating to the Tender Offer (including the Circular and
the Tender Form) have not been approved, by an authorised person
for the purposes of section 21 of the Financial Services and
Markets Act 2000. Accordingly, this announcement and such other
documents and/or materials relating to the Tender Offer (including
the Circular and the Tender Form) are not being distributed to, and
must not be passed on to, the general public in the United Kingdom.
The communication of this announcement, or such other documents
and/or materials relating to the Tender Offer (including the
Circular and the Tender Form) as a financial promotion is only
being made to, and may only be acted upon by, those persons in the
United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Financial Promotion Order")) or persons who are
within Article 43(2) of the Financial Promotion Order or any other
persons to whom it may otherwise lawfully be made under the
Financial Promotion Order ("Relevant Persons"). Any person who is
not a Relevant Person should not act on or rely on this
announcement or any other documents or materials relating to the
Tender Offer (including the Circular and the Tender Form). This
announcement and the documents and materials relating to the Tender
Offer (including the Circular and the Tender Form) and their
contents should not be distributed, published or reproduced (in
whole or in part) or disclosed by recipients to any other person in
the United Kingdom.
Notice for US Shareholders
The Tender Offer relates to securities in a non-US company and
is subject to the disclosure requirements, rules and practices
applicable to companies listed on the Euronext Growth market,
operated by Euronext Dublin, on which the Ordinary Shares are
listed, which differ from those of the United States in certain
material respects. The Circular has been prepared in accordance
with the Irish law, and US Holders should read the entire Circular,
including Part 6 (Tax Aspects of the Tender Offer), which contains
important information about the Company and the Ordinary
Shares.
The Tender Offer is not subject to the disclosure and other
procedural requirements of Regulation 14D under the US Exchange
Act. The Tender Offer will be made in the United States in
accordance with the requirements of Regulation 14E under the US
Exchange Act to the extent applicable, and otherwise in compliance
with the disclosure and procedural requirements of Irish law. The
Tender Offer is made to the US Holders on the same terms and
conditions as those made to all other Shareholders to whom the
Tender Offer is being made. Any information documents, including
the Circular, are being disseminated to US Holders on a basis
comparable to the method pursuant to which such documents are
provided to the other Shareholders.
All activities of Davy with respect to the Tender Offer in the
United States, if any, will be conducted by its affiliate, Davy
Securities. US Holders should note that the Ordinary Shares are not
listed on a US securities exchange and the Company is not subject
to the periodic reporting requirements of the US Exchange Act and
is not required to, and does not, file any reports with the US
Securities and Exchange Commission thereunder. It may be difficult
for US Shareholders to enforce their rights and any claims arising
in connection with the Tender Offer under US federal or state
securities laws since the Company is located outside the United
States and most of its officers and directors may be residents of
countries other than the United States. US Holders may not be able
to sue Malin or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company or its affiliates to subject themselves to
the jurisdiction or judgement of a US court.
The receipt of cash pursuant to the Tender Offer by a
Shareholder who is a US person will be a taxable transaction for US
federal income tax purposes. Paragraph 3 of Part 6 (Tax Aspects of
the Tender Offer) of the Circular sets out a guide to certain US
tax consequences of the Tender Offer for Shareholders under current
US law. However, each such Shareholder should consult and seek
individual advice from an appropriate professional adviser.
To the extent permitted by applicable law and in accordance with
normal practice pursuant to Irish law and the Euronext Growth
Rules, the Company, Davy or any of their respective affiliates, may
from time to time and during the pendency of the Tender Offer, and
other than pursuant to the Tender Offer, make certain purchases of,
or arrangements to purchase, Ordinary Shares outside the United
States in reliance on applicable exemptions from the requirements
of Regulation 14E, including sales and purchases of Ordinary Shares
effected by Davy acting as market maker in the Ordinary Shares.
These purchases, or other arrangements, may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices and information about such purchases will be
disclosed by means of a press release or other means reasonably
calculated to inform the US Holder of such information, and if
required, via any other means required by the Euronext Growth Rules
or any applicable Irish law.
While the Tender Offer is being made available to Shareholders
in the United States, the right to tender Ordinary Shares is not
being made available in any jurisdiction in the United States in
which the making of the Tender Offer or the right to tender such
Ordinary Shares would not be in compliance with the laws of such
jurisdiction.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved the Tender
Offer, passed any comments upon the merits or fairness of the
Tender Offer, passed any comment upon the adequacy or completeness
of the Circular or passed any comment on whether the content in the
Circular is correct or complete. Any representation to the contrary
is a criminal offence in the United States.
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END
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