REG - Malin Corp PLC - Proposed Placing <Origin Href="QuoteRef">MLCM.I</Origin>

MalinAnnouncement

26/01/2018 07:20

RNS Number : 0203D
Malin Corporation PLC
26 January 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION WITHIN THE MEANING OF THE EU MARKET ABUSE REGULATION 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
Further, this announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire any new ordinary shares of Malin corporation plc in any jurisdiction in which any such offer or solicitation would be unlawful.
Malin Corporation plc 
("Malin" or "the Company")
Proposed Placing of New Ordinary Shares 
Dublin-Ireland, 26 January 2018: Malin (ISE:MLC) today announces its intention to conduct a placing of up to 3,512,520 new ordinary shares in the capital of the Company (the "Placing Shares"), representing up to 8.2% of the Company's issued share capital prior to the placing, at a price of 8.88 per share (the "Placing Price") to raise gross proceeds of up to approximately 31 million (the "Placing"). The Placing is being undertaken using the Company's existing shareholder authorities and accordingly the Placing is not conditional on any further shareholder approvals. J&E Davy ("Davy") is acting as the sole bookrunner in respect of the Placing. 
The Placing Price of 8.88 is equal to the volume weighted average closing price per Malin ordinary share on the Irish Stock Exchange over the 30 calendar day period up to and including 25 January 2018. 
The net proceeds of the Placing will enhance Malin's financial flexibility to respond to funding requirements in Malin's existing core investee companies should they arise and for general corporate purposes.
The process of procuring binding commitments in respect of participation in the Placing is expected to be completed no later than 4.30 p.m. today, and the Placing book will accordingly close no later than 4.30 p.m. today but may be closed earlier or later at the discretion of both the Company and Davy. A further announcement will be made following closing of the Placing, confirming the final number of Placing Shares.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of Malin, including the right to receive all dividends and other distributions declared, made or paid in respect of such shares by reference to a record date falling after the date of issue of the Placing Shares. 
Ends. 
Enquiries:
Malin Corporation PLC
Padraic Roche (Company Secretary)
+353 1 901 5700
Email: cosec@malinplc.com

Davy 
Brian Garrahy
+353 1 679 6363
Orla Cowzer
Daragh O'Reilly

The distribution or publication of this announcement, any related documents, and other information in connection with the Placing and the Admission may be restricted by law in certain jurisdictions and persons into whose possession this announcement or any document or other information referred to herein comes are required to inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. 
Neither this announcement nor any copy of it and the other documents or other information relating to the Placing and Admission may be taken or transmitted into the United States, Australia, Canada, Japan or the Republic of South Africa or to a resident, national or citizen of the United States, Canada, Australia, Japan or the Republic of South Africa. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. This announcement does not constitute, nor form part of, and should not be construed as, an offer for sale or subscription or solicitation of or invitation to make any offer to buy or subscribe for any securities. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. This announcement has been issued by and is the sole responsibility of the Company.
The Company's ordinary shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States or under the applicable securities law of Australia, Canada, Japan or the Republic of South Africa. The Company's ordinary shares may not be offered or sold within the United States or to, or for the account or benefit of, US Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws and under circumstances that will not require the Company to register under the US Investment Company Act of 1940 (the "US Investment Company Act"). The Company has not and will not be registered under the US Investment Company Act, and investors will not be entitled to the benefits of that Act. There will be no public offer of the ordinary shares in the United States. The Placing Shares, subject to certain exceptions, may not be offered or sold, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or to or for the account or benefit, of, any national resident or citizen of such countries. 
This announcement is being distributed only to, and is directed at (A) persons in member states of the European Economic Area ("Member States") who are a "Professional Client / Eligible Counterpart" within the meaning of Annex II/Articles 24(2) of MiFID (Directive 2004/39/EC as amended); (B) in the United Kingdom, persons (i) who have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) who fall within Article 49 of the Order; (C) in Ireland, qualified investors who are a "Professional Client / Eligible Counterpart" as defined in the European Communities (Markets in Financial Instruments) Regulations 2007; and (D) any other persons to whom it may otherwise be lawfully communicated (together all such persons being referred to as "relevant persons"). The investment or investment activity to which this document relates is available only to such persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. It is not intended that this announcement be distributed or passed on, directly or indirectly, to any other class of person and in any event and under no circumstances should persons of any other description rely on or act upon the contents of this document. This announcement is being supplied solely for information and may not be reproduced by, further distributed or published in whole or in part by, any other person. By receiving this announcement you are deemed to warrant to the Company and Davy that you fall within the categories described above and agree to and will comply with the contents of this notice. 
This announcement may include statements that are, or may be deemed to be "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", "could", or "should" or, in each case, their negative or other variations or comparable terminology, including references to assumptions, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statement reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made. Subject to any legal or regulatory requirements, the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any change in events, conditions or circumstance on which any such statement is based. Information in this announcement, past performance or any of the documents relation to the Placing, Admission and/or the Placing Shares cannot be relied upon as a guide to future performance. 
This Announcement is not being distributed by, nor has it been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 (as amended) ("FSMA") by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which Section 21(1) of FSMA does not apply.
No prospectus or offering document will be made available in connection with the matters contained in this Announcement and no such prospectus or offering document is required (in accordance with Directive 2003/71/EC of the European Parliament and of the Council (the Prospectus Directive)) to be published.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than ESM, a market operated by the Irish Stock Exchange.
Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
Padraic Roche, Company Secretary, is the person responsible in the Company for the release of this announcement. 
Davy, which is regulated in Ireland by the Central Bank of Ireland, is acting exclusively for the Company in relation to the Placing and will not regard any other person as its client in relation to the Placing or Admission and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for advising any other person in relation to the Placing or Admission or any transaction or arrangement referred to or information contained in this announcement. 
None of the Company, Davy or any of their respective affiliates, their respective directors, officers, partners, employees, advisers or agents or any other person, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions contained in this announcement (or whether any information has been omitted from this announcement) or of any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents, or otherwise arising in connection therewith. 
This Announcement does not constitute a recommendation concerning the Placing.

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