TIDMMLVN
RNS Number : 8951F
Malvern International PLC
10 November 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO.
596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
10 November 2022
Malvern International plc
( " Malvern" or the " Company " )
Placing
Total Voting Rights
Malvern International plc (AIM: MLVN), the global learning and
skills development partner, announces that it has undertaken a
placing of 2,500,000 new ordinary shares of 1p each ("New Ordinary
Shares") at a price of 8 pence per share (the "Placing Price") to
raise GBP200,000 (before expenses) which will be used principally
to redeem the final tranche of Company's outstanding loan notes
("Loan Notes").
The Placing Price represents a discount of approximately 3.03
per cent to the closing mid-market price of 8.25 pence per Ordinary
Share on 9 November 2022, being the latest practicable business day
prior to the publication of this Announcement.
The outstanding Loan Notes amounting to GBP178,102 are held by
Mr Ho Peng Cheong (the "Holder"). The Holder has agreed that the
outstanding principal of the Loan Notes may be redeemed at a five
per cent. discount. In addition, the Holder has agreed to sell all
the ordinary shares he holds in the ordinary share capital of the
Company (the "Sale"), amounting to 917,600 ordinary shares (the
"Sale Shares") at the Placing Price in transactions which are
expected to be executed today. Certain Directors of the Company
have indicated their intention to purchase in aggregate 547,004
Sale Shares amounting to GBP43,760 as follows:
Name Amount Number of Shares
Richard Mace GBP16,000 200,002
----------- -----------------
Daniel Fisher GBP1,500 18,750
----------- -----------------
Mark Elliott GBP13,130 164,126
----------- -----------------
Alan Carroll GBP13,130 164,126
----------- -----------------
Placing and Sale summary
-- The Placing has raised GBP200,000 (before expenses) through
the issue of 2,500,000 New Ordinary Shares at the Placing
Price.
-- The New Ordinary Shares represent approximately 10.2 per
cent. of the Enlarged Issued Ordinary Share Capital.
-- The Sale will generate proceeds to the Holder of GBP73,408
through the sale of 917,600 Sale Shares at the Placing Price.
-- The Sale Shares represent approximately 4.2 per cent. of the
Existing Issued Ordinary Share Capital and represent approximately
3.8 per cent of the Enlarged Issued Ordinary Share Capital
The net proceeds of the Placing will be used to satisfy the
outstanding principal of the Loan Notes, outstanding interest on
the Loan Notes at the date of redemption and to pay costs.
Reasons for the Loan Note redemption, Placing and Sale
The amount of principal outstanding on the Loan Notes is
GBP178,102. Under existing arrangements that amount is redeemable
on 31 December and if not settled by 31 January 2022 is convertible
into Ordinary Shares.
The Company has agreed with the Holder that full and final
settlement of the final tranche of the principal of outstanding
Loan Notes can be made for GBP169,196.90 which represents a five
per cent. discount. In addition, the Holder has agreed to the sale
of the Sale Shares, being all of his shares in the ordinary share
capital of the Company, at the Placing Price.
Previous tranches of Loan Notes have been converted and, when
possible, sold by the Holder which the Directors consider has been
a drag on the share price. The Directors believe a conversion of
the final tranche of loan notes would exacerbate this issue. They
are therefore pleased to have undertaken a successful placing to
fund the redemption of the Loan Notes while also facilitating the
Sale, which the Directors believe are in the best interests of
shareholders.
Placing information
WH Ireland Limited ("WH Ireland") acted as sole bookrunner in
connection with the Placing.
The Placing has not been underwritten by WH Ireland and is
conditional inter alia on the placing agreement dated 9 November
2022 between the Company and WH Ireland (the "Placing Agreement")
not having been terminated and Admission.
The New Ordinary Shares will be issued, credited as fully paid,
and will rank pari passu with the Ordinary Shares in issue in the
capital of the Company, including the right to receive all
dividends and other distributions (if any) declared, made or paid
on or in respect of such shares after the date of their issue.
Admission to trading
Application will be made to the London Stock Exchange for
Admission, which is expected to become effective and dealings in
the New Ordinary Shares to commence at, 8.00 a.m. on or around 14
November 2022.
Total Voting Rights
Following Admission, the Company's issued ordinary share capital
will consist of 24,442,400 Ordinary Shares of which none are held
in treasury. Therefore the total voting rights in the Company is
24,442,400 and Shareholders may use this figure as the denominator
by which they are required to notify their interest in, or change
to their interest in, the Company under the Disclosure Guidance and
Transparency Rules.
For further information please contact:
Malvern International Plc www.malverninternational.com
Mark Elliott - Chairman Via the website
Richard Mace - Chief Executive Officer
WH Ireland (NOMAD & Broker) www.whirelandcb.com
Mike Coe / Sarah Mather 0207 220 1666
Notes to Editors:
Malvern International is a learning and language skills
development partner, offering international students essential
academic and English language skills, cultural experiences and the
support they need to thrive in their academic studies, daily life
and career development.
University Pathways - on and off-campus university pathway
programmes helping students progress to a range of universities, as
well as in-sessional and pre-sessional courses.
Malvern House Schools - British Council accredited English
Language Training at English UK registered schools in London,
Brighton and Manchester.
Malvern Online Academy - British Council accredited online
school, offering supported tuition to students from around the
world in English language, higher education, and professional
education.
Juniors and summer camps - fully-immersive summer residential
English language camps and bespoke group programmes for 13 to 18
year olds.
For further investor information go to www.malverninternational.com
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