REG - Malvern Inter. PLC - Debt restructuring

Malvern InternationalAnnouncement

04/03/2022 07:00

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RNS Number : 6110D  Malvern International PLC  04 March 2022

4 March 2022

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.

 

MALVERN INTERNATIONAL PLC

("Malvern" or the "Company")

 

Debt restructuring

Malvern International plc ("Malvern" or the "Company"), the global learning
and skills development partner, is pleased to announce the successful
negotiation to restructure its £2.6m debt facility, following constructive
discussions with BOOST&CO ("BOOST") the fund manager acting on behalf of
the Company's debtholder IL2 2018.

Under the original agreement monthly payments were due to commence in April
2022 over a 24-month period at an interest rate of 7 to 10%, dependent on
quarterly revenues. The new agreement provides for a 12-month payment and
interest holiday with monthly payments commencing from March 2023 over a
five-year period, with the interest being set at 7% for the first two years
and 10% for the subsequent three years. There are no early repayment penalties
on this facility.

In return, BOOST will receive warrants over 127,010,834 ordinary shares at an
exercise price of 0.106p pence per share, being 20% below the average market
price, taken over twenty eight (28) calendar day period ending on the date of
the Instrument. In addition, BOOST will receive additional warrants listed (a)
to (d) with the same exercise price:

(a)          if the loan has not been repaid by 1 March 2024, the
warrant share entitlement shall from that date be increased by 11,583,710(0.5%
of the fully diluted share capital of the Company as at the date of this
Instrument);

(b)          if the loan has not been repaid by 1 March 2025, the
warrant share entitlement shall from that date equal be increased by a further
 23,167,420 (1% of the fully diluted share capital of the Company as at the
date of this Instrument);

(c)           if the loan has not been repaid by 1 March 2026, the
warrant share entitlement shall from that date be increased by a further
23,167,420 (1% of the fully diluted share capital of the Company as at the
date of this Instrument);

(d)          if the loan has not been repaid by 1 March 2027, the
warrant share entitlement shall from that date be increased by a further
23,167,420 (1% of the fully diluted share capital of the Company as at the
date of this Instrument).

Furthermore, it has been agreed that the exercise price of BOOST's existing
warrants over an aggregate of 45,500,464 shares be adjusted from 0.15p per
share to 0.1p.

BOOST have also provided a letter of comfort to provide ongoing financial
support to Malvern for any short-term working capital requirement should that
become necessary. It is the present policy of BOOST to ensure that Malvern
and its subsidiaries have adequate financial resources to meet their
obligations and to enable them to continue as a going concern for a period of
at least 12 months from the date of the signing of the financial statements.

The financial resources released from the restructure funding will facilitate
an increase in student numbers, enable Malvern to strengthen its sales and
marketing capability and to pursue a number of partnership opportunities that
have been developed over the last two years.

Richard Mace, Chief Executive Officer, said: "I would like to thank BOOST for
their continued support and professional approach in the negotiations to
restructure the Company's debt."

"As announced in our trading update earlier today, we are seeing international
students return to classrooms and we expect to achieve pre-pandemic levels
during the course of this year. As a business, we are stronger than we were
two years ago - we are 100% focused in the UK, have added the Brighton school,
have opened new courses and gained additional accreditations, and have
developed our branding and recruitment channels. We believe we are well
positioned to take advantage of the opportunities available to us and I look
forward to providing further updates on our progress."

Edd Hatfield, CFO at BOOST, added: "We are pleased to continue our support of
Malvern as the business emerges from the effects of the Covid-19 pandemic and
its management seek to take advantage of opportunities for growth."

 For further information please contact:

 Malvern International Plc                 www.malverninternational.com (http://www.malverninternational.com/)
 Mark Elliott - Chairman                   Via our website
 Richard Mace - Chief Executive Officer

 WH Ireland (NOMAD & Broker)               www.whirelandcb.com (http://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
(http://www.malverninternational.com/) .

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