REG - Malin Corp PLC - Results of AGM and EGM

MalinAnnouncement

10/03/2023 14:00

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RNS Number : 6264S  Malin Corporation PLC  10 March 2023

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THIS ANNOUNCEMENT

 

10 March 2023

Malin Corporation plc

("Malin" or the "Company")

 

Results of Annual General Meeting ("AGM")

and

Results of Extraordinary General Meeting ("EGM")

 

Malin is pleased to announce the results of its AGM and EGM, each held on 10
March 2023.

 

At the AGM, each of the resolutions proposed to shareholders were passed. The
full text of each resolution was included in the Notice of AGM of the Company
circulated to shareholders on 16 February 2023 and made available on the
Company's website.

 

The Company is further pleased to announce that at the EGM, the resolutions
put to shareholders to approve the Tender Offer and related matters (as set
out in full in the Notice of EGM included in the shareholder circular dated 16
February 2023 (the "Circular")) were duly passed by poll vote.

 

A summary of the voting results for the AGM and EGM are available on the
Company's website www.malinplc.com.

 

As announced previously, the Tender Offer opened for acceptances on 16
February 2023 and will close for tenders at 1.00 p.m. on 20 March 2023 (the
"Closing Date"), with the results of the Tender Offer being announced on 21
March 2023. Proceeds are expected to be despatched to Shareholders who
successfully tender Ordinary Shares no later than ten Business Days following
the Closing Date.

 

The timetable of principal events remaining in relation to the Tender Offer is
shown below.

 

Expected Timetable of Principal Events

 

 Event                                                                         Time/Date
 Latest time and date for receipt of Electronic Instructions from Qualifying   12.00 p.m. on 20 March 2023
 Euroclear Participants
 Latest time and date for receipt of Electronic Instructions from Qualifying   Please refer to corporate actions bulletin for cut-
 CDI Holders

                                                                               off deadline
 Latest time and date for receipt of Tender Forms (Qualifying Certificated     1.00 p.m. on 20 March 2023
 Shareholders only)
 Closing Date for the Tender Offer                                             1.00 p.m. on 20 March 2023
 Tender Offer Record Date                                                      6.30 p.m. on 20 March 2023
 Announcement of results of the Tender Offer                                   7.00 a.m. on 21 March 2023
 Purchase of Ordinary Shares under the Tender Offer                            21 March 2023
 Cheques dispatched and Euroclear Bank accounts credited in respect of Tender  No later than ten Business Days following the
 Offer proceeds

                                                                               Closing Date

 

Note: The dates and times set out above 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.

 

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
Resolutions 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.

 

 

Capitalised words and expressions in this announcement shall, unless the
context provides otherwise, have the same meaning as in the Circular.

 

 

ENDS

 

About Malin Corporation plc

 

Malin (Euronext Growth Dublin:MLC) is a company investing in highly innovative
life sciences companies. Its purpose is to create shareholder value through
the application of long-term capital and operational and strategic expertise
to a diverse range of global healthcare businesses. Malin has a focus on
innovative businesses underpinned by exceptional science and works with its
investee companies, providing strategic and financial support to enable them
to reach their value potential. Malin is headquartered and domiciled in
Ireland and listed on the Euronext Growth Dublin. For more information visit
www.malinplc.com.

 

For further information contact:

 

Malin

 

Gary Curran, Assistant Company Secretary (cosec@malinplc.com)

Andrea Stafford, Head of Finance (investorrelations@malinplc.com)

Tel: +353 (0)1 901 5700

 

Davy (Financial Adviser, Euronext Growth Listing Sponsor & Joint Broker)

 

Brian Garrahy / Daragh O'Reilly

Tel: +353 (0)1 679 6363

 

Liberum (Joint Broker)

 

Phil Walker / Ben Cryer

Tel: +44 (0) 20 3100 2000

 

 Powerscourt (Media enquiries)

 

Eavan Gannon

Tel: +353 83 448 8339

malin@powerscourt-group.com

 

Important Notices

 

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 Related to the Tender Offer) 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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