REG - Malvern Inter. PLC - Director/PDMR Shareholding

Malvern InternationalAnnouncement

20/05/2020 15:20

RNS Number : 5234N
  
Malvern International PLC
  
20 May 2020
  
 

 

20 May 2020
 
 
MALVERN INTERNATIONAL PLC
("Malvern" or the "Company")
 
Director Dealing
 
Malvern International plc (AIM: MLVN), the global learning and skills development partner, announces that, pursuant to the announcement of a Fundraising this morning, it has today, conditional on completion of the Fundraising, granted options to subscribe for 65,000,000 New Ordinary Shares exercisable at a price of 0.15p subject to performance conditions.
 
The options are exercisable after the third anniversary of Admission subject to certain performance conditions. Of the options awarded, 50 per cent. are exercisable subject to the Company's share price reaching 1.51 pence over 40 consecutive business days. The remaining 50 per cent. are exercisable subject to the Company's share price reaching 2.62 pence for over 40 consecutive business days.
 
Of the options awarded 32,000,000 have been granted to Sam Malafeh, Chief Executive Officer.
The grant of options to Mr Malafeh as a Director of the Company constitutes a related party transaction under the AIM Rules. The independent Directors (being Mark Elliott and Alan Carroll) consider, having consulted with WH Ireland, the Company's nominated adviser, that the terms of grant of the options to Mr Malafeh are fair and reasonable insofar as the shareholders of Malvern are concerned.
Again pursuant to the announcement of a Fundraising this morning, the Company also announces that, conditional on completion of the Fundraising, it has agreed to convert outstanding salaries and fees into New Ordinary Shares at a price of 0.15p to the following Directors:
·    Mr Sam Malafeh (Chief Executive Officer) will receive 43,333,333 New Ordinary Shares;
·    Mr Mark Elliott (Non-Executive Chairman) will receive 3,982,453 New Ordinary Shares; and, 
·    Mr Alan Carroll (Non-Executive Director) will receive 1,840,400 New Ordinary Shares.
 
Capitalised terms used but not defined in this announcement have the meanings given to them in the Company's announcement released earlier today in respect of the Proposed Fundraising unless the context provides otherwise.
 
The tables appearing beneath the 'Enquiries' section below provide further details for each Director in accordance with the requirements of the EU Market Abuse Regulation.
 



Enquiries:
 








Malvern International Plc


www.malverninternational.com 




Dr Sam Malafeh - Chief Executive Officer


Via Communications Portfolio














WH Ireland (NOMAD & Broker)


www.whirelandcb.com 




Mike Coe / Chris Savidge


0207 220 1666














Media enquiries








Communications Portfolio 


ariane@communications-portfolio.co.uk 




Ariane Comstive


+44 7785 922 354








 
 



1 
 


Details of the person discharging managerial responsibilities / person closely associated 
 




a) 
 


Name
 
 


Sam Malafeh




2 
 


Reason for the notification 
 




a) 
 


Position/status 
 
 


Chief Executive Officer




b) 
 


Initial notification /Amendment 
 
 


Initial Notification




3 
 


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 
 




a) 
 


Name 
 
 


Malvern International plc




b) 
 


LEI 
 
 


213800VWAV2HXY1OUT29




4 
 


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted 
 
 




a) 
 


Description of the financial instrument, type of instrument 


Ordinary Shares of 1p each which, subject to the passing of the Resolutions at the General Meeting, will be sub-divided into New Ordinary Shares of 0.01p














Identification code 


GB00B04XB679














b) 
 


Nature of the transaction 
 
 


Award of Options
Receipt of shares in lieu of salary  




c) 
 


Price(s) and volume(s) 




























Price(s)


Volume(s)








Award of options






0.15p


32,000,000








Shares in lieu of fees






0.15p


43,333,333






























d) 
 


Aggregated information 






Award of options


Shares in lieu of shares


















- Aggregated volume






32,000,000


43,333,333


















- Price






£48,000


£65,000


















e) 
 


Date of the transaction 
 


20 May 2020




f) 
 


Place of the transaction 


London Stock Exchange, AIM



 
 



1 
 


Details of the person discharging managerial responsibilities / person closely associated 
 




a) 
 


Name
 
 


Mark Elliott




2 
 


Reason for the notification 
 




a) 
 


Position/status 
 
 


Non-Executive Chairman




b) 
 


Initial notification /Amendment 
 
 


Initial Notification




3 
 


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 
 




a) 
 


Name 
 
 


Malvern International plc




b) 
 


LEI 
 
 


213800VWAV2HXY1OUT29




4 
 


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted 
 
 




a) 
 


Description of the financial instrument, type of instrument 


Ordinary Shares of 1p each which, subject to the passing of the Resolutions at the General Meeting, will be sub-divided into New Ordinary Shares of 0.01p














Identification code 


GB00B04XB679














b) 
 


Nature of the transaction 
 
 


Receipt of shares in lieu of salary  




c) 
 


Price(s) and volume(s) 




























Price(s)


Volume(s)








Shares in lieu of fees






0.15p


3,982,453






























d) 
 


Aggregated information 






Shares in lieu of shares






















- Aggregated volume






3,982,453






















- Price






£5,974






















e) 
 


Date of the transaction 
 


20 May 2020




f) 
 


Place of the transaction 


London Stock Exchange, AIM



 



1 
 


Details of the person discharging managerial responsibilities / person closely associated 
 




a) 
 


Name
 
 


Alan Carroll




2 
 


Reason for the notification 
 




a) 
 


Position/status 
 
 


Non-Executive Director




b) 
 


Initial notification /Amendment 
 
 


Initial Notification




3 
 


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 
 




a) 
 


Name 
 
 


Malvern International plc




b) 
 


LEI 
 
 


213800VWAV2HXY1OUT29




4 
 


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted 
 
 




a) 
 


Description of the financial instrument, type of instrument 


Ordinary Shares of 1p each which, subject to the passing of the Resolutions at the General Meeting, will be sub-divided into New Ordinary Shares of 0.01p














Identification code 


GB00B04XB679














b) 
 


Nature of the transaction 
 
 


Receipt of shares in lieu of salary  




c) 
 


Price(s) and volume(s) 




























Price(s)


Volume(s)








Shares in lieu of fees






0.15p


1,840,400






























d) 
 


Aggregated information 






Shares in lieu of shares






















- Aggregated volume






1,840,400






















- Price






£2,761






















e) 
 


Date of the transaction 
 


20 May 2020




f) 
 


Place of the transaction 


London Stock Exchange, AIM



 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
  END
 
 
DSHFLFLSEEIIFII