REG - Malvern Inter. PLC - Fundraise of approximately £2.0 million
17/02/2026 07:00
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RNS Number : 2475T Malvern International PLC 17 February 2026
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, AND THE
INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE
APPENDICES DO NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES OF MALVERN INTERNATIONAL PLC IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING
APPENDIX III WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
17 February 2026
Malvern International plc
("Malvern" or the "Company")
Fundraise of approximately £2.0 million
Malvern International plc (AIM: MLVN), the global learning and skills
development partner, announces a proposed Fundraising, comprising a Placing,
Retail Offer and, potentially, a Directors' Intended Subscription, to raise
approximately £2.0 million (before expenses) through the issue of new
Ordinary Shares, assuming full take-up under the Retail Offer and completion
of the Directors' Intended Subscription. The net proceeds from the Fundraising
will provide funding to support, inter alia, the development and scaling up of
the four university pathway contracts won over the last 12 months. The
proposed Issue Price is 23 pence per Ordinary Share.
The Company is offering Retail Shareholders the opportunity to participate in
the Fundraising through the Retail Offer which is being conducted via the
Bookbuild Platform. The maximum amount that can be raised through the Retail
Offer is £0.2 million (assuming full take up of the Retail Offer) through the
issue of up to 869,565 new Ordinary Shares at the Issue Price. A separate
announcement will be made shortly regarding the Retail Offer and its terms.
The Placing is not conditional upon the Retail Offer. For the avoidance of
doubt, the Retail Offer forms no part of the Placing.
Zeus is acting as sole broker in connection with the Placing. The Placing will
be conducted by way of an accelerated bookbuild, which will be launched
immediately following this Announcement, in accordance with the terms and
conditions set out in the Appendix to this Announcement.
The timing for the close of the accelerated bookbuild and allocation of the
Placing Shares shall be at the absolute discretion of Zeus, in consultation
with the Company. The final number of Placing Shares to be issued pursuant to
the Placing will be agreed by Zeus and the Company at the close of the
accelerated bookbuild. The result of the Placing will be announced as soon as
practicable thereafter. The Placing is not being underwritten.
Fundraising Highlights
· Fundraising to raise in aggregate up to approximately £2.0
million (before expenses) through the issue of an aggregate of approximately
8,800,000 new Ordinary Shares at the Issue Price.
· Firm and conditional placing to be conducted via an accelerated
bookbuild process of new Ordinary Shares at the Issue Price.
· In addition to the Placing and Retail Offer, certain of the
Company's Directors and senior management intend to subscribe for, in
aggregate, approximately £0.3 million through the issue of the Directors'
Subscription Shares. As the Company is currently in a closed period under MAR
until the publication of its final results for the nine month period ended 30
September 2025 ("2025 Results"), the Directors are not permitted to deal in
the Company's shares until after publication of the 2025 Results (and subject
to each not being in possession of any other unpublished price sensitive
information at such time). The 2025 results are expected to be announced on or
around 25 February 2026.
· The Issue Price represents a discount of approximately 6 per
cent. to the closing mid-market price of 24.5 pence per Ordinary Share on 16
February 2026, being the latest practicable date prior to the announcement of
the Fundraising.
· The New Ordinary Shares, assuming full take-up, will represent
approximately 26 per cent. of the Enlarged Issued Share Capital.
· The majority of the net proceeds of the Fundraising will be used
to fund the development and scaling up of the four university pathway
contracts won over the last 12 months.
· Completion of the Conditional Placing, the Retail Offer and
Directors' Intended Subscription is expected to take place on or around 6
March 2026, following the passing of the Resolutions at the General Meeting.
· General Meeting to approve the Resolutions in connection with the
transaction is expected to be held at 11.00 a.m. on or around 5 March 2026.
Highlights - Trading Update
· The audit of the results for the nine months ended 30 September
2025 has not yet been completed. Unaudited management accounts for the period
show revenue, excluding agent commission income, for the period of £14.1
million (year ended 31 December 2024: audited £14.7 million) and underlying
profit for the period will be c£0.1m (2024: loss £0.1m). Due to a goodwill
write-off in connection with the Manchester school, the statutory loss will be
c£1.3m (year ended 31 December 2024: audited loss £0.1m).
· The Company's audited results for the nine months ended 30
September 2025 are expected to be completed following completion of the
Fundraising and announced on or around 25 February 2026.
· Further details on the Company's current trading and prospects
are set out in paragraph 5 of the section headed Additional Information of
this announcement
The Fundraising
The Fundraising will be effected in two tranches. The first tranche of up to
4,888,500 new Ordinary Shares comprising the Firm Placing Shares will utilise
the Company's existing shareholder authorities to issue the Firm Placing
Shares on a non-pre-emptive basis for cash (the "Firm Placing"). The second
conditional tranche of new Ordinary Shares comprising the Conditional Placing
Shares, Retail Offer Shares, and Directors' Subscription Shares will be
conditional (amongst other things) on the passing of Resolution 1 being
proposed at the General Meeting of the Company to be held on or around 5 March
2026 (or any adjournment thereof) which will renew the Company's authority to
disapply statutory pre-emption rights and issue shares on a non-pre-emptive
basis for cash.
The Placing is conditional upon (amongst other things) the Placing Agreement
not having been terminated prior to First Admission and Second Admission as
appropriate. The Placing is not conditional on a minimum amount being raised.
The timing for the close of the accelerated bookbuild and allocation of the
Placing Shares shall be at the absolute discretion of Zeus, in consultation
with the Company. The final number of Placing Shares to be issued pursuant to
the Placing will be agreed by Zeus and the Company at the close of the
accelerated bookbuild. The result of the Placing will be announced as soon as
practicable thereafter. The Placing is not underwritten.
The expected timetable of principal events is set out in Appendix I to this
Announcement.
Further information on the Fundraising, including the expected timetable of
principal events, is set out below. This Announcement should be read in its
entirety.
For further enquiries:
Malvern International plc www.malverninternational.com
Richard Mace (Chief Executive Officer)
Mark Elliott (Chairman) Via Zeus
Zeus - Nominated Adviser, Broker and Bookrunner +44 (0) 203 829 5000
Mike Coe / James Bavister https://zeuscapital.co.uk/
Additional Information
1. Introduction
The Company announces that it is seeking to raise approximately £2.0 million
(before expenses) by way of the Fundraising, comprising the Placing, Retail
Offer and Directors' Intended Subscription, assuming the Directors Intended
Subscription completes. The net proceeds of the Fundraising will be used,
inter alia, to provide funding to support the development and scaling up of
the four university pathway contracts won over the last 12 months.
The Fundraising is being implemented in two tranches; first the Firm Fundraise
and, secondly, the Conditional Fundraise.
The Firm Fundraise comprises the firm placing of 4,888,500 new Ordinary Shares
at the Issue Price to raise £1.1 million, before expenses, utilising the
existing share authorities granted at the 2025 AGM. The Firm Placing is
conditional on compliance by the Company in all material respects with its
obligations under the Placing Agreement and the occurrence of First Admission.
The Conditional Fundraise comprises the Conditional Placing, the Retail Offer
and the Directors' Intended subscription all at the Issue Price. The
Conditional Fundraise, assuming full take-up of the Retail Offer and
completion of the Directors' Intended Subscription, will raise approximately
£0.9 million before expenses.
The Company will require additional share authorities to allot the new
Ordinary Shares to be issued pursuant to the Conditional Fundraise.
Accordingly, the Conditional Placing, Retail Offer and the Directors' Intended
Subscription are each conditional, inter alia, upon Shareholders approving the
Resolution 1 at the General Meeting, notice of which is set out at the end of
this document.
The Issue Price represents a discount of approximately 6 per cent. to the
closing mid-market price of 24.5 pence per Existing Ordinary Share on 16
February 2026, being the latest practicable date prior to the announcement of
the Fundraising.
As the Company is currently in a closed period under MAR until the publication
of its 2025 Results, the Directors are not permitted to subscribe for new
Ordinary Shares until after publication of the 2025 Results (and subject to
each not being in possession of any other unpublished price sensitive
information at such time) which is expected to be released on or around 25
February 2026 and in any event before Second Admission. Further
announcements will be made in respect of the Directors' Intended Subscription
in due course.
Admission of the Firm Placing Shares is expected to occur at 8.00 a.m. on 20
February 2026 (or such later time and/or date as Zeus and the Company may
agree, not being later than 20 March 2026). Admission of the Conditional
Fundraising Shares is expected to occur at 8.00 a.m. on 6 March February 2026
(or such later time and/or date as Zeus and the Company may agree, not being
later than 20 March 2026). The Placing Shares, Retail Offer Shares and
Directors' Subscription Shares will rank pari passu in all respects with the
Existing Ordinary Shares and will rank in full for all dividends and other
distributions declared, made or paid on the new Ordinary Shares after the
relevant Admission.
2. Background to, and reasons for, the Fundraising
Malvern commenced offering universities a pathway programme for foreign
students in 2018 when it started working with the University of East London.
Since that time, Malvern has increased the number of students on this
programme such that it has become one of the largest pathway programmes in the
UK.
During financial year ending 30 September 2025 the Group decide to invest
further in its Pathway team, scaling it up with a view to securing contracts
with other universities. This has proved a sound investment as in 2025 new
university pathway programmes were secured with the universities of
Wolverhampton (January 2025), Cumbria (February 2025) and Liverpool Hope (July
2025). On 28 January 2026, the Company announced that a further pathway
programme had been secured on a 15-year contract with London Metropolitan
University.
To date as New Pathway programmes have been won, the initial investment
required to set-up and deliver them has been funded from internal cash
generation. This has been achieved while at the same time the Company has
continue to repay its borrowing commitments (loan balance 2024 £1.84 million:
2025 for the period ending September 2025, £1.45 million).
The four New Pathways are all on contract terms of between 5 and 15 years.
These provide the Group with the platform to transform its financial
performance and significantly enhance shareholder value. However, in order to
maximise the potential of the New Pathways, the Company needs to invest
further, c.£1 million, in resource and personnel. This is the principal
reason for the Fundraising.
As reported over the last year, the Adult ELT market has been difficult for
some time. The market, in terms of student numbers, has never fully recovered
following the Covid pandemic and as result, competition has intensified
putting additional pressure on numbers and prices. During the period, the
Board continued to review its strategy for the loss-making Adult ELT. In
February 2026, the Board decided to reshape the ELT operations to focus
exclusively on Junior ELT and young learner camps. The planned transition of
the Adult ELT schools in Manchester and London to a competitor is now well
underway, as was announced on 16 February 2026. Immediate short-term exit
costs, largely staff redundancies, are expected to be c.£0.3 million. This is
the second principal reason for the Fundraising.
The balance of the net proceeds of the Fundraise will used to provide
additional working capital headroom to support the Group through cash flow
seasonality of the business.
Further details regarding current trading and prospects are set out in
paragraph 5 below.
3. Details of the Fundraising
Subject to the satisfaction of (1) the conditions under the Firm Placing and
(2) the conditions under the Conditional Fundraising including, inter alia,
the passing of Resolution 1, the Company will place, approximately 8,800,000
new Ordinary Shares at the Issue Price raising in aggregate approximately
£2.0 million, before expenses.
The Issue Price represents a discount of approximately 6 per cent. against the
mid-market price of 24.5 pence per share at which the Ordinary Shares were
quoted on AIM as at close of trading on 16 February 2026, the latest
practicable date prior to announcement of the Fundraising.
Details of the Placing
Subject to the satisfaction of the conditions to the Placing becoming wholly
unconditional, the Company will place a total of around 6,630,000 new Ordinary
Shares pursuant to the Placing raising in aggregate approximately £1.5
million (before expenses). The Placing has been conditionally placed by Zeus,
as agent for the Company with institutional and other investors.
The Placing comprises the Firm Placing and the Conditional Placing.
The Firm Placing comprises the placing of 4,888,500 new Ordinary Shares at the
Issue Price. A total of £1.1 million (before expenses) has been raised by
way of the Firm Placing. The Firm Placing is conditional only upon compliance
by the Company in all material respects with its obligations under the Placing
Agreement and the occurrence of First Admission.
The Conditional Placing comprises the placing of approximately 1,741,500 new
Ordinary Shares at the Issue Price. The Conditional Placing will raise
approximately £0.4 million before expenses. The Conditional Placing is
conditional, inter alia, upon Shareholders approving Resolution 1 at the
General Meeting, compliance by the Company in all material respects with its
obligations under the Placing Agreement and the occurrence of Second
Admission.
Pursuant to the terms of the Placing Agreement, Zeus, as agent for the
Company, has agreed to use its reasonable endeavours to procure subscribers
for the Placing Shares at the Issue Price. The Placing is not underwritten.
The Placing Agreement contains warranties from the Company in favour of Zeus
in relation to, inter alia, the accuracy of the information in this document
and other matters relating to the Group and its business. In addition, the
Company has agreed to indemnify Zeus in relation to certain liabilities it may
incur in respect of the Placing. Zeus has the right to terminate the Placing
Agreement in certain circumstances prior to Admission, including, in the event
that any of the warranties given by the Company to Zeus in the Placing
Agreement become untrue, inaccurate or misleading in any material respect, the
material breach by the Company of its obligations under the Placing
Agreement, the occurrence of a material adverse change affecting the
condition, financial or otherwise, or the earnings or business affairs or
prospects of the Group as a whole, whether or not arising in the ordinary
course of business.
The Directors' Intended Subscription
Certain Directors and senior management of the Company intend to subscribe
for, in aggregate, approximately £0.3 million through the issue of the
Directors' Subscription Shares. As the Company is currently in a closed period
under MAR until the publication of its 2025 Results, the Directors and senior
management are not permitted to deal in the Company's shares until after
publication of the 2025 Results (and subject to each not being in possession
of any other unpublished price sensitive information at such time).
The Directors' Intended Subscription is not part of the Placing or
Subscription and any Directors' Subscription Shares would be subscribed
pursuant to the terms of subscription agreements between the Company and the
relevant subscribers.
Further details relating to the Directors' Intended Subscription, including
the total number of new Ordinary Shares subscribed for and the aggregate gross
proceeds, will be announced as soon as practicable after closure of the
Bookbuild.
Retail Offer
The Company values its Retail Shareholder base and believes that it is
appropriate to provide eligible Retail Investors in the United Kingdom with
the opportunity to participate in the Retail Offer.
The Company is therefore making the Retail Offer available in the United
Kingdom through the financial intermediaries which will be listed, subject to
certain access restrictions, on the following website:
https://www.bookbuild.live/deals/67GKK1/authorised-intermediaries
(https://www.bookbuild.live/deals/67GKK1/authorised-intermediaries) . Zeus
will be acting as retail offer coordinator in relation to this Retail Offer
(the "Retail Offer Coordinator").
Existing Retail Shareholders can contact their broker or wealth manager
("intermediary") to participate in the Retail Offer. In order to participate
in the Retail Offer, each intermediary must be on-boarded onto the Bookbuild
Platform, be approved by the Retail Offer Coordinator as an intermediary in
respect of the Retail Offer, and agree to the final terms and terms and
conditions of the Retail Offer, which regulate the conduct of the Retail Offer
on market standard terms and provide for the payment of commission to any
intermediary that elects to receive a commission and/or fee (to the extent
permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company).
Any expenses incurred by any intermediary are for its own account. Investors
should confirm separately with any intermediary whether there are any
commissions, fees or expenses that will be applied by such intermediary in
connection with any application made through that intermediary pursuant to the
Retail Offer.
The Retail Offer will be open to eligible investors in the United Kingdom at
12 noon on 17 February 2026. The Retail Offer is expected to close at 4:30
p.m. on 23 February 2026. Investors should note that financial intermediaries
may have earlier closing times. The Retail Offer may close early if it is
oversubscribed.
The Retail Offer will, at all times, only be made to, directed at and may only
be acted upon by those persons who are Shareholders. To be eligible to
participate in the Retail Offer, applicants must meet the following criteria
before they can submit an order for Retail Offer Shares: (i) be a customer of
one of the participating intermediaries listed on the above website; (ii) be
resident in the United Kingdom and (iii) be a Shareholder in the Company
(which may include individuals aged 18 years or over, companies and other
bodies corporate, partnerships, trusts, associations and other unincorporated
organisations and includes persons who hold their Ordinary Shares directly or
indirectly through a participating intermediary). For the avoidance of doubt,
persons who only hold CFDs, Spreadbets and/or similar derivative instruments
in relation to Ordinary Shares are not eligible to participate in the Retail
Offer.
It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.
The Retail Offer is an offer to subscribe for transferable securities, the
terms of which ensure that the Company is exempt from the requirement to issue
a prospectus under POATR. The aggregate total consideration for the Retail
Offer does not exceed £0.2 million (or the equivalent in Euros) and therefore
the exemption from the requirement to publish a prospectus, as set out in
paragraph 1 of Part 1 of Schedule 1 of POATR, will apply.
As set out above, a separate announcement has been made by the Company
regarding the Retail Offer and its terms.
The Company reserves the right to scale back any order under the Retail Offer
at its discretion. The Company reserves the right to reject any application
for subscription under the Retail Offer without giving any reason for such
rejection.
Conditional on completion of the Placing and Admission, up to 869,565 Retail
Offer Shares will be issued pursuant to the Retail Offer at the Issue Price to
raise proceeds of up to £0.2 million (before expenses). The Retail Offer
Shares, when issued and fully paid, will rank pari passu in all respects with
the Existing Ordinary Shares.
Settlement and dealings
The New Ordinary Shares will rank pari passu, in all respects with the
Existing Ordinary Shares, including the right to receive all dividends and
other distributions declared on or after the date on which they are issued.
Applications have been or will be made to the London Stock Exchange for
admission of the Placing Shares, Retail Offer Shares, Directors' Subscription
Shares to trading on AIM as follows:
i. it is expected that First Admission of the Firm Placing Shares
will take place on or before 8.00 a.m. on 20 February 2026 and that dealings
in the Firm Placing Shares and Firm Subscription Shares on AIM will commence
at the same time; and
ii. it is expected that Second Admission comprising the Conditional
Placing Shares, Retail Offer Shares and Directors' Subscription Shares will
take place on or around 8.00 a.m. on 6 March 2026 and that dealings in the
Conditional Shares on AIM will commence at the same time.
It is expected that CREST accounts will be credited with entitlements to the
New Ordinary Shares as soon as practicable after 8.00 a.m. on the day of the
relevant Admission and that share certificates (where applicable) will be
despatched as soon as practicable after the relevant Admission.
It is expected that CREST accounts will be credited with entitlements to the
Conditional Shares and as soon as practicable after 8.00 a.m. on the day of
Second Admission and that share certificates (where applicable) will be
despatched as soon as practicable after Second Admission.
The Fundraising Shares, assuming full take-up of the Retail Offer and
completion of the Directors' Intended Subscription, represent approximately 36
per cent. of the Existing Ordinary Shares, and approximately 27 per cent. of
the Enlarged Share Capital.
Use of proceeds
The net cash proceeds of the Fundraising, assuming full take up of the Retail
Offer and Directors' Intended Subscription, are expected to be approximately
£1.8 million.
The majority of the proceeds will be used to fund the development and scaling
of the New Pathways. In addition funds will be used to fund:
§ the rapid development of sales and marketing staff to support recruitment
and international sales;
§ the internal reorganisation away from Adult ELT toward high growth areas of
ELT business; and
§ the cash flow seasonality of the business.
4. Current trading and prospects
Results for the year ended 30 September 2025
The audit of the results for the nine months ended 30 September 2025 has not
yet been completed. Unaudited management accounts for the nine months show
revenue, excluding agent commission income, of £14.1m (year ended 31 December
2024: audited 12 month period, £14.7m). The underlying profit for the period
will be c£0.1m (2024: loss £0.1m) but due to a goodwill write-off in
connection with the Manchester Adult ELT school, the statutory loss will be
c£1.3m (year ended 31 December 2024: audited loss £0.1m).
In another successful year for our Pathways business, student numbers
increased 30.3% in the 2024/25 academic year. In addition, three new long-term
university partnership contracts were awarded, with a further contract awarded
post-period end now entering execution and scale phase. The Group invested
c£1m in Pathways growth during the period. This investment in new
partnerships included additional sales staff, recruitment activities and IT
systems in preparation for delivering to a larger portfolio of university
partners. In addition, Malvern launched new websites and refreshed the Group's
brands.
The Juniors division saw another strong summer season with circa £6.5m
revenue from 3,471 students running across nine centers (2024: 3,405 students,
£6.03m revenue and eight centers). The period also saw the launch of the
Global Futures Easter camp and the summer academic Innovate programme.
The Group has also continued to reduce the legacy debt from free cash flow.
The debt stood at £1.4m for the period ending 30 September 2025 (year ended
31 December 2024: £1.8m).
During the period, the Board continued to review its strategy for the
loss-making Adult ELT. In February 2026, the Board decided to reshape the ELT
operations to focus exclusively on Junior ELT and young learner camps. A
planned closure / transition of the Adult ELT schools in Manchester and London
to a competitor is now well underway, as was announced on 16 February 2026.
The closure has resulted in a full value impairment of goodwill relating to
the Manchester Adult ELT school for £1.42m in the accounts, resulting in a
statutory loss of £1.25m in the period.
The Company's audited results for the nine months ended 30 September 2025 are
expected to be completed following completion of the Fundraising and announced
at the end of February 2026.
Outlook
The financial year ending 30 September 2026 ("FY26") is expected to be a
period of preparation and investment, as the Group positions itself for
accelerated growth in subsequent years.
During the year, the Group has secured four new long-term university
partnerships, which are expected to make a meaningful contribution to
profitability from FY27 onwards. Marketing activity for the London
Metropolitan University centre has commenced, with early engagement from the
agent network proving encouraging. In addition, FY26 will represent the first
full recruitment cycle across several existing university partners, providing
an opportunity to continue building student volumes.
The Company intends to deploy a significant portion of the proposed fundraise
to scale its New Pathways. This investment is expected to drive a material
increase in operational gearing from FY28. In the near term, FY26 Pathway
revenues and margins will be impacted by transitional changes to the Group's
Pathway portfolio as it repositions towards higher-quality, longer-term
partnerships.
The reshaping of the Group's ELT strategy via the exit from Adult ELT,
enabling greater focus on faster-growing, cash-generative, and profitable
segments will deliver annual cost savings of approximately £0.2 million from
FY27, increasing to up to £0.6 million if the London King's Cross facility is
fully utilised following the exit. Immediate short-term exit costs, largely
staff redundancies, are expected to be, c£0.3m.
Taken together, these factors mean FY26 is expected to be loss-making at an
operating level. From FY27 onwards, the Group's financial performance is
expected to improve materially as student numbers scale across the New
Pathways. The Directors are confident that the business will return to
profitability in FY27 and, supported by strong demand, a scalable operating
model, and increasing operational leverage, is well positioned to deliver
substantial profit growth in the years that follow. The Directors believe that
with the contracts the Group currently has and subject to the student
recruitment numbers actually achieved an EBITBA of between £3 million and £5
million is achievable for FY28.
The actions taken over the past two years have resulted in a more resilient
and diversified business, supported by long-term contracts, a capital-light
operating model, and a proven track record of delivery. The Group's focus is
now firmly on execution: scaling student recruitment at pace, delivering
strong academic outcomes, and translating this growth into sustainable
shareholder value.
The audit of the results for the nine months ended 30 September 2025 has not
yet been completed.
The Company's audited results for the nine months ended 30 September 2025 are
expected to be finalised following completion of the Fundraising and announced
on or around 25 February 2026
5. General Meeting
The General Meeting will be held at the offices of Malvern International plc
at 200 Pentonville Rd, London N1 9JP on 5 March 2026 at 11.00 a.m., at which
the following resolutions will be proposed as ordinary or special resolutions
as indicated below:
· Resolution 1 - a special resolution to authorise
the Directors to issue and allot up to the new Ordinary Shares for cash
pursuant to or in connection with the Conditional Placing, the Retail Offer
and the Directors' Intended Subscription on a non-pre-emptive basis.
· Resolution 2 - an ordinary resolution seeking
general authority for the Directors to issue and allot up to a further
Ordinary Shares from time to time, being an amount equal to approximately 33.3
per cent. of the Enlarged Issued Share Capital.
· Resolution 3 - a special resolution to disapply
statutory pre-emption rights over Ordinary Shares, being an amount equal to
approximately 10 per cent. of the Enlarged Issued Share Capital.
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward- looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
nor Zeus nor any of their respective associates, directors, officers or
advisers shall be obliged to update such statements. Comparisons of results
for current and any prior periods are not intended to express any future
trends or indications of future performance, unless expressed as such, and
should only be viewed as historical data.
Zeus, which is authorised and regulated in the United Kingdom by the FCA, is
acting as Nominated Adviser and Broker exclusively for the Company and no one
else in connection with the contents of this Announcement and will not regard
any other person (whether or not a recipient of this Announcement) as its
client in relation to the contents of this Announcement nor will it be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the contents of
this Announcement. Apart from the responsibilities and liabilities, if any,
which may be imposed on Zeus by FSMA or the regulatory regime established
thereunder, Zeus accepts no responsibility whatsoever, and makes no
representation or warranty, express or implied, for the contents of this
Announcement including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on behalf of it, the
Company or any other person, in connection with the Company and the contents
of this Announcement, whether as to the past or the future. Zeus accordingly
disclaims all and any liability whatsoever, whether arising in tort, contract
or otherwise (save as referred to above), which it might otherwise have in
respect of the contents of this Announcement or any such statement. The
responsibilities of Zeus as the Company's nominated adviser under the AIM
Rules for Companies and the AIM Rules for Nominated Advisers are owed solely
to London Stock Exchange and are not owed to the Company or to any director or
shareholder of the Company or any other person, in respect of its decision to
acquire shares in the capital of the Company in reliance on any part of this
Announcement, or otherwise.
The New Ordinary Shares have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered, sold, pledged,
taken up, exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States absent registration under the
Securities Act, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States. The New Ordinary Shares have not been
approved, disapproved or recommended by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any other
U.S. regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the offering of the New Ordinary Shares.
Subject to certain exceptions, the securities referred to herein may not be
offered or sold in the United States, Australia, Canada, Japan, the Republic
of South Africa or to, or for the account or benefit of, any national,
resident or citizen of the United States, Australia, Canada, Japan, the
Republic of South Africa.
No public offering of securities is being made in the United States.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the New Ordinary Shares; and the New Ordinary Shares have not
been, and nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Canada, Australia,
Japan or the Republic of South Africa. Accordingly, the New Ordinary Shares
may not (unless an exemption under the relevant securities laws is applicable)
be offered, sold, resold or delivered, directly or indirectly, in or into
Canada, Australia, Japan or the Republic of South Africa or any other
jurisdiction outside the United Kingdom or to, or for the account or benefit
of any national, resident or citizen of Australia, Japan or the Republic of
South Africa or to any investor located or resident in Canada.
No public offering of the Placing Shares is being made in the United States,
United Kingdom or elsewhere. No prospectus, offering memorandum, offering
document or admission document has been or will be made available in any
jurisdiction in connection with the matters contained or referred to in this
Announcement and no such document is required (in accordance with Regulation
(EU) No 2017/1129 (the "EU Prospectus Regulation") or the Public Offers and
Admissions to Trading Regulations 2024 (the "POATR")) to be published. Persons
needing advice should consult a qualified independent legal adviser, business
adviser, financial adviser or tax adviser for legal, financial, business or
tax advice.
This Announcement and the terms and conditions set out herein are for
information purposes only and are directed only at persons whose ordinary
activities involve them in acquiring, holding, managing and disposing of
investments (as principal or agent) for the purposes of their business and who
have professional experience in matters relating to investments and are: (a)
if in a member state of the European Economic Area (the "EEA"), "qualified
investors" within the meaning of Article 2(e) of the EU Prospectus Regulation
("Qualified Investors"); and (b) if in the United Kingdom, "qualified
investors" within the meaning of paragraph 15 of Schedule 1 of the POATR who
are also (i) persons having professional experience in matters relating to
investments 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"); (ii) persons who fall within
Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may
otherwise be lawfully communicated (all such persons together being "Relevant
Persons").
This Announcement must not be acted on or relied on (i) in any member state of
the EEA, by persons who are not Qualified Investors; or (ii) the United
Kingdom, by persons who are not Relevant Persons. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so. Any
investment or investment activity to which this Announcement relates is only
available to (i) in any member state of the EEA, Qualified Investors; and (ii)
in the United Kingdom, Relevant Persons, and will only be engaged in with such
persons.
The information in this Announcement, which includes certain information drawn
from public sources, does not purport to be comprehensive and has not been
independently verified. This announcement contains statements that are, or may
be deemed forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such forward looking
statements involve known and unknown risks, uncertainties and other important
factors beyond the control of the company (including but not limited to future
market conditions, legislative and regulatory changes, the actions of
governmental regulators and changes in the political, social or economic
framework in which the Company operates) that could cause the actual
performance or achievements of the company to be materially different from
such forward-looking statements.
The content of this Announcement has not been approved by an authorised person
within the meaning of the FSMA. Reliance on this announcement for the purpose
of engaging in any investment activity may expose an individual to a
significant risk of losing all of the property or other assets invested. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Zeus or by any of its affiliates or agents as to, or in relation to, the
accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The New Ordinary Shares to be issued pursuant to the Placing, Retail Offer and
Directors Intended Subscription will not be admitted to trading on any stock
exchange other than AIM.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
APPENDIX I
Expected Timetable for the Fundraising
2026
Announcement of the Fundraising 17 February
Announcement of the results of the Placing 17 February
Launch of Retail Offer 12 noon on 17 February
Circular and Form of Proxy posted to Shareholders 17 February
First Admission 8.00 a.m. on 20 February
Expect close of Retail Offer 23 February
Announcement of results of Retail Offer 24 February
Expected date for CREST accounts to be credited in respect of the Firm Placing 20 February
Shares
Latest time and date for receipt of Forms of Proxy 11 a.m. on 3 March
General Meeting 11 a.m. on 5 March
Second Admission 6 March
Expected date for CREST accounts to be credited in respect of the Conditional 6 March
Shares in uncertificated form
Where applicable, expected date for dispatch of definitive share certificates Within 14 days of First Admission and Second Admission as appropriate
for New Ordinary Shares in certificated form
Notes:
(i) References to times in this announcement are to London
time (unless otherwise stated).
(ii) If any of the above times or dates should change, the
revised times and/or dates will be notified by an announcement to a regulatory
information service.
(iii) The timing of the events in the above timetable and in the
rest of this announcement is indicative only.
All dates remain subject to change. Any such change will be notified to
Shareholders via a Regulatory Information Service.
APPENDIX II
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"2025 Results" the audited results for the nine month period ended 30 September 2025
"£" or "UK pounds sterling" the lawful currency of the United Kingdom
"Admission" either First Admission and/or Second Admission as the context requires
"Adult ELT" the Group's business of providing ELT services to adults
"AIM" AIM, the market of that name operated by the London Stock Exchange
"AIM Rules" the rules and guidance for companies whose shares are admitted to trading on
AIM entitled "AIM Rules for Companies" published by the London Stock Exchange
as amended from time to time
"Board" the board of directors of the Company
"Bookbuild" has the meaning given to it in this Announcement
"Business Day" a day (other than a Saturday or Sunday) on which commercial banks are open for
general business in London, England
"certificated" or "in certificated form" an Existing Ordinary Share or an Ordinary Share recorded on the Company's
share register as being held in certificated form (namely, not in CREST)
"Closing Price" the closing middle market quotation of an Existing Ordinary Share as derived
from the AIM Appendix to the Daily Official List of the London Stock Exchange
"Companies Act" or "Act" the Companies Act 2006 (as amended)
"Company" or "Malvern" Malvern International plc, a public limited company incorporated in England
and Wales with registered number 05174452 and with its registered office at
3(rd) Floor Ashley Road, Altrincham, Cheshire N1 9JP
"Conditional Fundraise" the Conditional Placing, the Retail Offer and the Directors' Intended
Subscription
"Conditional Placing" the placing of the Conditional Placing Shares at the Issue Price by Zeus on
behalf of the Company pursuant to the terms of the Placing Agreement
"Conditional Placing Shares" the new Ordinary Shares conditionally to be placed at the Issue Price pursuant
to the Conditional Placing and the allotment of which is conditional upon,
inter alia, the passing of the Resolution 1 at the General Meeting and Second
Admission
"Conditional Fundraising Shares" the Conditional Placing Shares, Retail Offer Shares and Directors'
Subscription Shares
"CREST" the electronic system for the holding and transferring of shares and other
securities in paperless form operated by Euroclear UK & International
Limited
"Directors" the directors of the Company, whose names are set out on page three and
"Director" shall mean any one of them
"Directors' Intended Subscription" a potential subscription by the directors and senior management for Ordinary
Shares at an aggregate subscription price of £0.23 which, if it occurs, will
be once the Company is out of a closed period under MAR
"Directors' Subscription Shares" the new Ordinary Shares intended to be subscribed for by certain directors
following publication of the 2025 Results pursuant to the Directors' Intended
Subscription
"Disclosure Guidance and Transparency Rules" the disclosure guidance and transparency rules issued by the FCA acting in its
capacity as the competent authority pursuant to Part VI of FSMA
"ELT" English Language Teaching
"Enlarged Share Capital" the issued share capital of the Company immediately following Second Admission
"Existing Ordinary Shares" the Ordinary Shares in issue at the date of this document being 24,442,400
Ordinary Shares
"FCA" the Financial Conduct Authority
"Firm Placing" the placing of the Firm Shares at the Issue Price by Zeus on behalf of the
Company
"Firm Placing Shares" the 4,888,500 new Ordinary Shares to be issued pursuant to the Firm Placing
"First Admission" admission of the 4,888,500 new Ordinary Shares being issued pursuant to the
Firm Placing to trading on AIM becoming effective in accordance with Rule 6 of
the AIM Rules
"Form of Proxy" the form of proxy accompanying this document for use in connection with the
General Meeting
"FMSA" the Financial Services and Markets Act 2000 (as amended)
"Fundraising" the Placing, Retail Offer and the Directors' Intended Subscription
"General Meeting" the general meeting of the Company to be held on or around 5 March 2026 at
11.00 a.m.
"Group" the Company and its subsidiaries
"Issue Price" 23 pence per New Ordinary Share issued pursuant to the Fundraising
"Juniors" the Group's business of providing ELT services to juniors
"London Stock Exchange" London Stock Exchange plc
"Market Abuse Regulation" Market Abuse Regulation (Regulation 596/2014), as it forms part of the
domestic law of England and Wales by virtue of the European Union (Withdrawal)
Act 2018 (as amended from time to time)
"Money Laundering Regulations" the Money Laundering Regulations 2007 (as amended and supplemented from time
to time)
"Neville Registrars" or "Registrars" Neville Registrars Limited, a company incorporated in England and Wales with
registered number 04770411 and with its registered office at Neville House,
Steelpark Road, Halesowen, West Midlands B62 8HD
"New Pathways" the contracts won in the last 12 months with each of Wolverhampton, Cumbria,
Liverpool Hope and London Metropolitan universities to provide student pathway
services
"New Ordinary Shares" the Placing Shares, Retail Offer Shares, And Directors Subscription Shares
"Notice of General Meeting" the notice convening the General Meeting
"Official List" the Official List of the UKLA
"Ordinary Shares" ordinary shares of 1 penny each in the capital of the Company
"Pathways" the Group's business of providing student pathway services to universities
"Placing" the Firm Placing and the Conditional Placing by Zeus on behalf of the Company
of the Placing Shares at the Issue Price pursuant to the terms of the Placing
Agreement
"Placing Agreement" the agreement dated 16 February 2026 between (1) the Company and (2) Zeus
relating to the Placing
"Placing Shares" the Firm Placing Shares and the Conditional Placing Shares
"POATR" means the Public Offers and Admissions to Trading Regulations 2024 (as amended
from time to time)
"Resolutions" the resolutions to be proposed at the General Meeting, each a "Resolution"
"Retail Investors" or "Retail Shareholders" existing Shareholders, who are resident in the United Kingdom and are a
customer of an intermediary who agrees conditionally to subscribe for Retail
Offer Shares in the Retail Offer
"Retail Offer" the proposed conditional offer of Retail Offer Shares to Retail Investors
through intermediaries on the Bookbuild Platform pursuant to the Retail Offer
Intermediaries Agreements and the Retail Offer documents
"Retail Offer Intermediaries Agreements" the Retail Offer terms and conditions and the final terms which together set
out the terms and conditions upon which each intermediary agrees to make the
UK Retail Offer available to UK Retail Investors
"Retail Offer Shares" up to 869,565 new Ordinary Shares being made available pursuant to the Retail
Offer
"Second Admission" admission of the new Ordinary Shares to be issued pursuant to the Conditional
Fundraise to trading on AIM becoming effective in accordance with Rule 6 of
the AIM Rules
"Securities Act" the Securities Act 1933 (as amended from time to time)
"Shareholders" holders of Ordinary Shares, each individually being a "Shareholder"
"uncertificated" or "in uncertificated form" recorded on the relevant register of Ordinary Shares as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"United Kingdom" or ''UK" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia and any other area
subject to its jurisdiction
"US Person" has the meaning set out in Regulation S of the Securities Act
"UKLA" the FCA acting in the capacity of competent authority for the purposes of Part
IV of FSMA
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"Zeus" Zeus Limited, a company incorporated in England and Wales with registered
number 02002044 and with its registered office at 82 King Street, Manchester
M2 4WQ
APPENDIX III
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
NO PROSPECTUS, OFFERING MEMORANDUM, OFFERING DOCUMENT OR ADMISSION DOCUMENT
HAS BEEN OR WILL BE MADE AVAILABLE IN ANY JURISDICTION IN CONNECTION WITH THE
MATTERS CONTAINED OR REFERRED TO IN THIS ANNOUNCEMENT AND NO SUCH DOCUMENT IS
REQUIRED (IN ACCORDANCE WITH REGULATION (EU) NO 2017/1129 (THE "EU PROSPECTUS
REGULATION") OR THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024
(THE "POATR")) TO BE PUBLISHED. PERSONS NEEDING ADVICE SHOULD CONSULT A
QUALIFIED INDEPENDENT LEGAL ADVISER, BUSINESS ADVISER, FINANCIAL ADVISER OR
TAX ADVISER FOR LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES
INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN
A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), "QUALIFIED
INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION
("QUALIFIED INVESTORS"); AND (B) IF IN THE UNITED KINGDOM, "QUALIFIED
INVESTORS" WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF THE POATR WHO
ARE ALSO (I) PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS 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"); (II) PERSONS WHO FALL WITHIN
ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (III) OTHER PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING "RELEVANT
PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON (I) IN ANY MEMBER STATE OF
THE EEA, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS; OR (II) IN THE UNITED
KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS ONLY
AVAILABLE TO (I) IN ANY MEMBER STATE OF THE EEA, QUALIFIED INVESTORS; AND (II)
IN THE UNITED KINGDOM, RELEVANT PERSONS, AND WILL ONLY BE ENGAGED IN WITH SUCH
PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE
FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN
INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE
PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO
PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN NEW ORDINARY SHARES. THE PRICE OF
SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND
INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.
All offers of the Placing Shares will be made pursuant to an exemption under
the POATR or the EU Prospectus Regulation from the requirement to produce a
prospectus. This Announcement is being distributed and communicated to persons
in the UK only in circumstances to which section 21(1) of FSMA does not apply.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by the Australian Securities and
Investments Commission or the Japanese Ministry of Finance or the South
African Reserve Bank; and the New Ordinary Shares have not been, nor will they
be, registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan or the Republic of
South Africa. Accordingly, the New Ordinary Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia, Canada,
Japan, the Republic of South Africa or any other jurisdiction in which such
offer, sale, resale or delivery would be unlawful.
EEA product governance
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(each of which form part of UK law by virtue of EUWA) (together, the "MiFID II
Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of: (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties (each as
defined in MiFID II); and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the " EU Target Market
Assessment"). Notwithstanding the EU Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The EU Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the offer.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
UK product governance
Solely for the purposes of the product governance requirements contained
within of Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market of
investors who meet the criteria of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Zeus will only procure
investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to the
Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action.
These terms and conditions apply to persons making an offer to acquire Placing
Shares. Each Placee hereby agrees with Zeus and the Company to be bound by
these terms and conditions as being the terms and conditions upon which
Placing Shares will be issued or acquired. A Placee shall, without limitation,
become so bound if Zeus confirms to such Placee its allocation of Placing
Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Issue Price and, to the fullest extent permitted by law, will be
deemed to have agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) on whose behalf a
commitment to subscribe for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
Zeus and the Company have entered into a Placing Agreement, under which Zeus
has, on the terms and subject to the conditions set out therein, undertaken to
use their reasonable endeavours to procure Placees for the Placing Shares. The
Placing is not being underwritten by Zeus or any other person.
The number of Placing Shares will be determined following completion of the
Bookbuild as set out in this Announcement. The timing of the closing of the
Bookbuild, the number of Placing Shares and allocations are at the discretion
of Zeus in consultation with the Company and a further announcement confirming
these details will be made in due course.
The Placing Shares will, when issued, be subject to the Articles, will be
credited as fully paid and will rank pari passu in all respects with the
existing issued Ordinary Shares, including the right to receive all dividends
and other distributions (if any) declared, made or paid on or in respect of
Ordinary Shares after the date of issue of the Placing Shares.
The New Ordinary Shares will trade on AIM under MLVN with ISIN GB00BNBJZ07.
Application for admission to trading
Applications have or will be made to London Stock Exchange for admission to
trading of the Placing Shares on AIM.
It is expected that First Admission of the Firm Placing Shares will take place
on or before 8.00 a.m. on 20 February 2026 and that dealings in the Firm
Placing Shares on AIM will commence at the same time.
It is expected that Second Admission of the Conditional Placing Shares and
Retail Offer Shares will take place on or around 8.00 a.m. on 6 March 2026 and
that dealings in the Conditional Placing Shares and Retail Offer Shares on AIM
will commence at the same time.
Bookbuild
Zeus will today commence the Bookbuild to determine demand for participation
in the Placing by potential Placees at the Issue Price (the "Bookbuild"). This
Appendix gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
Zeus and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their sole discretion,
determine.
Participation in, and principal terms of, the Placing
1. Zeus are arranging the Placing as agent for the Company.
2. Participation in the Placing is only available to persons who are lawfully
able to be, and have been, invited to participate by Zeus. Zeus are entitled
to participate in the Placing as principals.
3. The Bookbuild will establish the number of Placing Shares to be placed at
the Issue Price.
4. To bid in the Bookbuild, Placees should communicate their bid by telephone
to their usual contact at Zeus. Each bid should state the number of Placing
Shares which the prospective Placee wishes to subscribe for at the Issue
Price. Bids may be scaled down by Zeus on the basis referred to in paragraph
8 below.
5. The timing of the closing of the Bookbuild will be at the discretion of
Zeus. The Company reserves the right to reduce or seek to increase the amount
to be raised pursuant to the Placing, in its absolute discretion.
6. Each Placee's allocation will be confirmed to Placees orally, or by email,
by Zeus following the close of the Bookbuild and a trade confirmation or
contract note will be dispatched as soon as possible thereafter. Zeus's oral
or emailed confirmation will give rise to an irrevocable, legally binding
commitment by that person (who at that point becomes a Placee), in favour of
Zeus and the Company, under which it agrees to acquire by subscription or
purchase the number of Placing Shares allocated to it at the Issue Price and
otherwise on the terms and subject to the conditions set out in this Appendix
and in accordance with the Company's articles of association. Except with
Zeus's consent, such commitment will not be capable of variation or
revocation.
7. The Company will make a further announcement following the close of the
Bookbuild detailing the number of Placing Shares to be placed at the Issue
Price.
8. Subject to paragraphs 4 and 5 above, Zeus may choose not to accept bids
and/or to accept bids, either in whole or in part, on the basis of allocations
determined at their discretion (after consultation with the Company) and may
scale down any bids for this purpose on such basis as it may determine. Zeus
may also, notwithstanding paragraphs 4 and 5 above, subject to the prior
consent of the Company, allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time.
9. A bid in the Bookbuild will be made on the terms and subject to the
conditions in the Announcement (including this Appendix) and will be legally
binding on the Placee on behalf of which it is made and except with Zeus
consent will not be capable of variation or revocation from the time at which
it is submitted.
10. Except as required by law or regulation, no press release or other
announcement will be made by Zeus or the Company using the name of any Placee
(or its agent), in its capacity as Placee (or agent), other than with such
Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be placed pursuant
to the Placing will be required to be made at the same time, on the basis
explained below under "Registration and Settlement".
12. All obligations of Zeus under the Placing will be subject to fulfilment of
the conditions referred to below under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under "Right to
terminate under the Placing Agreement".
13. By participating in the Placing, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee.
14. To the fullest extent permitted by law and the applicable rules of the
Financial Conduct Authority ("FCA"), neither Zeus nor any of each of their
affiliates shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise whether or not a recipient of these
terms and conditions) in respect of the Placing. Each Placee acknowledges and
agrees that the Company is responsible for the delivery of the Placing Shares
to the Placees and Zeus and each of their affiliates shall have no liability
to the Placees for the failure of the Company to fulfil those obligations.
In particular, none of Zeus nor any of each of their affiliates shall have any
liability (including to the extent permissible by law, any fiduciary duties)
to the Placees in respect of Zeus's conduct of the Placing.
15. The Placing Shares will be allotted and issued subject to the terms and
conditions of this Appendix III and each Placee's commitment to subscribe for
Placing Shares on the terms set out herein will continue notwithstanding any
amendment that may in future be made to the terms and conditions of the
Placing and Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's conduct of the Placing.
16. The times and dates in this Announcement may be subject to amendment. Zeus
shall notify the Placees and any person acting on behalf of the Placees of any
such changes.
Conditions of the Placing
First Admission
Zeus' obligations under the Placing Agreement in respect of the Firm Shares
for First Admission are conditional on, among other things:
A) the Company having allotted the Firm Placing Shares, subject only to
First Admission;
B) First Admission having become effective at or before 8.00 a.m. on 20
February 2026 (or such later time or date as the Company and Zeus may agree,
not later than 8.00 a.m. on 20 March 2026);
C) Zeus not having terminated the Placing Agreement.
Second Admission
Zeus' obligations under the Placing Agreement in respect of the Conditional
Placing Shares for Second Admission are conditional on, among other things:
A) First Admission occurring;
B) the Company having allotted the Conditional Placing Shares, subject
only to Second Admission; and
C) Resolution 1 at the General Meeting having been duly passed by the
Shareholders; and
D) Second Admission having become effective at or before 8.00 a.m. on 5
March 2026 (or such later time or date as the Company and Zeus may agree, not
later than 8.00 a.m. on 20 March 2026).
If: (i) any of the conditions contained in the Placing Agreement in relation
to the Placing Shares are not fulfilled or waived by Zeus by the respective
time or date as specified above; or (ii) the Placing Agreement is terminated
in the circumstances specified below, the Placing will lapse and the Placees'
rights and obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can be made by
the Placee in respect thereof (except for accrued rights or obligations under
the Placing Agreement).
Zeus may, at its sole discretion and upon such terms as it thinks fit, waive
or extend the period for, (up to 8.00 a.m. on 20 March 2026) compliance by the
Company with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement Any such extension or
waiver will not affect Placees' commitments as set out in this Announcement.
Neither Zeus, the Company nor any of their respective affiliates shall have
any liability to any Placee (or to any other person whether acting on behalf
of a Placee or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or date for the satisfaction
of any condition to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of Zeus.
Right to terminate the Placing Agreement
Zeus are entitled, at any time (1) before First Admission in relation to the
First Admission and (2) subsequent to First Admission and prior to Second
Admission in relation to the Second Admission, to terminate the Placing
Agreement by giving notice to the Company in certain circumstances, including:
A) any of the warranties given by the Company in the Placing Agreement or
any statement made in any of the Placing Documents (as defined in the Placing
Agreement) being untrue, inaccurate or misleading in any material respect when
made or becoming untrue, inaccurate or misleading in any material respect by
reference to the facts and circumstances existing from time to time or any
matter arising which might reasonably be expected to give rise to a claim
under clause 9 of the Placing Agreement which individually or collectively
Zeus (acting reasonably) considers to be material and adverse in the context
of the Placing; or
B) a material breach or material breaches by the Company of any of its
obligations under the Placing Agreement (to the extent such obligations fall
to be performed prior to First Admission) which Zeus (acting reasonably)
considers to be material and adverse in the context of the Placing; or
C) any material adverse change in the context of the Placing, whether or
not foreseeable at the date of this Agreement, in, or any development
involving a prospective material adverse change in or affecting, the
condition, financial or otherwise, or the earnings or business affairs or
business prospects of the Group, whether or not arising in the ordinary course
of business; or
D) the suspension of trading in securities generally on the London Stock
Exchange or trading is limited or minimum prices established on the London
Stock Exchange,
which in Zeus' reasonable opinion considers to be likely to have an adverse
effect on the financial or trading position or the business or prospects of
the Group which is material in the context of Group as a whole or which
renders the Placing impracticable or inadvisable
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise by Zeus of
any right of termination or other discretion under the Placing Agreement shall
be within the absolute discretion of Zeus, as applicable, and that none of
them need make any reference to Placees and that neither Zeus, nor any of its
respective affiliates shall have any liability to Placees whatsoever in
connection with any such exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will be offered in such a way as to
require the publication of an admission document or prospectus in the United
Kingdom or in any other jurisdiction. No offering document, admission document
or prospectus has been or will be submitted to be approved by the FCA in
relation to the Placing, and Placees' commitments will be made solely on the
basis of the information contained in the Announcement (including this
Appendix) and the business and financial information that the Company is
required to publish in accordance with the AIM Rules (the "Exchange
Information").
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of the Company
and confirms that it has neither received nor relied on any other information
(other than the Exchange Information), representation, warranty, or statement
made by or on behalf of the Company, or Zeus or any other person and neither
Zeus, the Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have obtained or
received and, if given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by Zeus, the
Company, or their respective officers, directors, employees or agents. Each
Placee acknowledges and agrees that it has relied on its own investigation of
the business, financial or other position of the Company in accepting a
participation in the Placing.
Neither the Company nor Zeus are making any undertaking or warranty to any
Placee regarding the legality of an investment in the Placing Shares by such
Placee under any legal, investment or similar laws or regulations. Each Placee
should not consider any information in this Announcement to be legal, tax or
business advice. Each Placee should consult its own solicitor, tax adviser and
financial adviser for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and Settlement
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a trade confirmation or contract note in accordance
with the standing arrangements in place with Zeus, stating the number of
Placing Shares allocated to it at the Issue Price (including the number of
Firm Placing Shares and the number of Conditional Placing Shares), the
aggregate amount owed by such Placee (in GBP) and a form of confirmation in
relation to settlement instructions.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by Zeus in
accordance with the standing CREST settlement instructions which they have in
place with Zeus.
Settlement of transactions in the Placing Shares (ISIN:GB00BNBVJZ07) following
each relevant Admission, will take place within the system administered by
Euroclear UK & International Limited ("CREST") provided that, subject to
certain exceptions, Zeus reserve the right to require settlement for, and
delivery of, the Placing Shares (or a portion thereof) to Placees by such
other means that it deems necessary if delivery or settlement is not possible
or practicable within CREST within the timetable set out in this Announcement
or would not be consistent with the regulatory requirements in any Placee's
jurisdiction.
It is expected that settlement will be on the date of the relevant Admission
in accordance with the instructions set out in the form of confirmation.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Zeus may sell any or all of the Placing Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, for Zeus's
account and benefit (as agents for the Company), an amount equal to the
aggregate amount owed by the Placee plus any interest due. The relevant Placee
will, however, remain liable and shall indemnify Zeus on demand for any
shortfall below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax or securities transfer tax (together
with any interest or penalties) which may arise upon the sale of such Placing
Shares on such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on Zeus such authorities and powers necessary to carry out
any such sale and agrees to ratify and confirm all actions which Zeus lawfully
takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Neither Zeus nor the
Company will be liable in any circumstances for the payment of stamp duty,
stamp duty reserve tax or securities transfer tax in connection with any of
the Placing Shares. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to Zeus
(for themselves and on behalf of the Company):
1. that it has read and understood this Announcement, including the
Appendices, in its entirety and that its subscription for or purchase of
Placing Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and undertakings and
other information contained herein and undertakes not to redistribute or
duplicate this Announcement;
2. that its obligations are irrevocable and legally binding and shall not
be capable of rescission or termination in any circumstances;
3. that the exercise by Zeus of any right or discretion under the Placing
Agreement shall be within the absolute discretion of Zeus, and Zeus need not
have any reference to it and shall have no liability to it whatsoever in
connection with any decision to exercise or not to exercise any such right and
each Placee agrees that it has no rights against Zeus, or the Company, or any
of their respective officers, directors or employees, under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only agreement
between it, Zeus and the Company in relation to its participation in the
Placing and supersedes any previous agreement between any of such parties in
relation to such participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information or
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained in this
Announcement and the Exchange Information. Each Placee agrees that neither the
Company, Zeus nor any of their respective officers, directors or employees
will have any liability for any such other information, representation or
warranty, express or implied;
5. that if it is acting as a financial intermediary, as that term is used
in Article 5(1) of the EU Prospectus Regulation or Regulation 7(4) of the
POATR (as applicable), the Placing Shares subscribed for by it in the Placing
will not be subscribed for on a non-discretionary basis on behalf of, nor will
they be subscribed for with a view to their offer or resale to persons in
circumstances which may give rise to an offer of securities to the public
other than an offer or sale in a member state of the EEA other than to
Qualified Investors, in the United Kingdom other than to Relevant Persons, or
in circumstances in which the prior consent of the Joint Global Co-ordinators
has been given to each such proposed offer or resale;
6. that neither it nor, as the case may be, its clients expect Zeus to
have any duties or responsibilities to such persons similar or comparable to
the duties of "best execution" and "suitability" imposed by the FCA's Conduct
of Business Source Book, and that Zeus are not acting for it or its clients,
and that Zeus will not be responsible for providing the protections afforded
to customers of Zeus or for providing advice in respect of the transactions
described herein;
7. that it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing and neither Zeus
nor the Company or any of their respective affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the Placing
Shares or the Company or any other person other than the information in this
Announcement or the Publicly Available Information; nor has it requested Zeus,
the Company or any of their respective affiliates, agents, directors, officers
or employees or any person acting on behalf of any of them to provide it with
any such information;
8. that it is: (i) unless otherwise agreed in writing with Zeus, located
outside the United States and it is not a US person as defined in Regulation S
under the Securities Act ("Regulation S") and it is subscribing for the
Placing Shares only in "offshore transactions" as defined in and pursuant to
Regulation S, and (ii) it is not subscribing for Placing Shares as a result of
any "directed selling efforts" as defined in Regulation S or by means of any
form of "general solicitation" or "general advertising" as such terms are
defined in Regulation D under the Securities Act;
9. that the Placing Shares have not been and will not be registered under
the Securities Act, or under the securities legislation of, or with any
securities regulatory authority of, any state or other jurisdiction of the
United States and that, subject to certain exceptions, the Placing Shares may
not be offered, sold, pledged, resold, transferred, delivered or distributed
into or within the United States;
10. that the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing Shares is
contained in the Announcement and Publicly Available Information, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares and it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on the
Announcement and Publicly Available Information;
11. that it has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of subscribing for or
purchasing the Placing Shares;
12. that neither Zeus nor the Company or any of their respective affiliates,
agents, directors, officers or employees has made any representation or
warranty to it, express or implied, with respect to the Company, the Placing
or the Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information;
13. that unless specifically agreed with Zeus, it is not and was not acting
on a non-discretionary basis for the account or benefit of a person located
within the United States at the time the undertaking to subscribe for Placing
Shares was given and it is not acquiring Placing Shares with a view to the
offer, sale, resale, transfer, delivery or distribution, directly or
indirectly, of any Placing Shares into the United States and it will not
reoffer, resell, pledge or otherwise transfer the Placing Shares except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and otherwise in accordance
with any applicable securities laws of any state or jurisdiction of the United
States;
14. that it is not a national or resident of Canada, Australia, the Republic
of South Africa or Japan or a corporation, partnership or other entity
organised under the laws of Canada, Australia, the Republic of South Africa or
Japan and that it will not offer, sell, renounce, transfer or deliver,
directly or indirectly, any of the Placing Shares in Canada, Australia, the
Republic of South Africa or Japan or to or for the benefit of any person
resident in Canada, Australia, the Republic of South Africa or Japan and each
Placee acknowledges that the relevant exemptions are not being obtained from
the Securities Commission of any province of Canada, that no document has been
or will be lodged with, filed with or registered by the Australian Securities
and Investments Commission or Japanese Ministry of Finance and that the
Placing Shares are not being offered for sale and may not be, directly or
indirectly, offered, sold, transferred or delivered in or into Canada,
Australia, the Republic of South Africa or Japan;
15. that it does not have a registered address in, and is not a citizen,
resident or national of, any jurisdiction in which it is unlawful to make or
accept an offer of the Placing Shares and it is not acting on a
non-discretionary basis for any such person;
16. that it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted, and will not, directly or indirectly,
distribute, forward, transfer or otherwise transmit, any presentation or
offering materials concerning the Placing Shares to any persons within the
United States or to any US persons (as that term is defined in Regulation S);
17. that it is entitled to subscribe for Placing Shares under the laws of
all relevant jurisdictions which apply to it and that it has fully observed
such laws and obtained all governmental and other consents which may be
required thereunder or otherwise and it has complied with all necessary
formalities and that it has not taken any action which will or may result in
the Company or Zeus or any of their respective directors, officers, employees
or agents acting in breach of any regulatory or legal requirements of any
territory in connection with the Placing or its acceptance;
18. that it has obtained all necessary consents and authorities to enable it
to give its commitment to subscribe for the Placing Shares and to perform its
subscription and/or purchase obligations;
19. that where it is acquiring Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account: (a) to acquire
the Placing Shares for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and agreements in
this appendix and the announcement of which it forms part; and (c) to receive
on its behalf any investment letter relating to the Placing in the form
provided to it by Zeus;
20. that it is either: (a) a person of a kind described in paragraph 5 of
Article 19 (persons having professional experience in matters relating to
investments and who are investment professionals) of the Order; or (b) a
person of a kind described in paragraph 2 of Article 49 (high net worth
companies, unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a person to
whom it is otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its
business;
21. that, unless otherwise agreed by Zeus, it is a qualified investor within
the meaning of Article 2(e) of (i) the EU Prospectus Regulation (if in a
member state of the EEA); or (ii) within the meaning of paragraph 15 of
Schedule 1 of the POATR (if in the UK);
22. that, unless otherwise agreed by Zeus, it is a "professional client" or
an "eligible counterparty" within the meaning of Chapter 3 of the FCA's
Conduct of Business Sourcebook and it is purchasing Placing Shares for
investment only and not with a view to resale or distribution;
23. that it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
24. that any money held in an account with each of Zeus (or its nominee) on
its behalf and/or any person acting on its behalf will not be treated as
client money within the meaning of the rules and regulations of the FCA. Each
Placee further acknowledges that the money will not be subject to the
protections conferred by the FCA's client money rules. As a consequence, this
money will not be segregated from Zeus' (or its nominee's) money in accordance
with such client money rules and will be used by Zeus in the course of its own
business and each Placee will rank only as a general creditor of Zeus;
25. that it will (or will procure that its nominee will) if applicable, make
notification to the Company of the interest in its New Ordinary Shares in
accordance with the Disclosure Guidance and Transparency Rules published by
the FCA;
26. that it is not, and it is not acting on behalf of, a person falling
within subsections (6), (7) or (8) of sections 67 or 70 respectively or
subsections (2) and (3) of section 93 or subsection (1) of section 96 of the
Finance Act 1986;
27. that it will not deal or cause or permit any other person to deal in all
or any of the Placing Shares which it is subscribing for under the Placing
unless and until First Admission becomes effective;
28. that it appoints irrevocably any director of Zeus as its agent for the
purpose of executing and delivering to the Company and/or its registrars any
document on its behalf necessary to enable it to be registered as the holder
of the Placing Shares;
29. that, as far as it is aware it is not acting in concert (within the
meaning given in The City Code on Takeovers and Mergers) with any other person
in relation to the Company;
30. that this Announcement does not constitute a securities recommendation
or financial product advice and that neither Zeus nor the Company has
considered its particular objectives, financial situation and needs;
31. that it is aware that it may be required to bear, and it, and any
accounts for which it may be acting, are able to bear, the economic risk of,
and is able to sustain, a complete loss in connection with the Placing;
32. that it will indemnify and hold the Company and Zeus and their
respective affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees that the
Company and Zeus will rely on the truth and accuracy of the confirmations,
warranties, acknowledgements and undertakings herein and, if any of the
foregoing is or becomes no longer true or accurate, the Placee shall promptly
notify Zeus and the Company. All confirmations, warranties, acknowledgements
and undertakings given by the Placee, pursuant to this Announcement (including
this Appendix) are given to Zeus for themselves and on behalf of the Company
and will survive completion of the Placing and the Admissions;
33. that time shall be of the essence as regards its obligations pursuant to
this Appendix;
34. that it is responsible for obtaining any legal, tax and other advice
that it deems necessary for the execution, delivery and performance of its
obligations in accepting the terms and conditions of the Placing, and that it
is not relying on the Company or Zeus to provide any legal, tax or other
advice to it;
35. that all dates and times in this Announcement (including this Appendix)
may be subject to amendment and that Zeus shall notify it of such amendments;
36. that (i) it has complied with its obligations under the Criminal Justice
Act 1993, Part VIII of FSMA, UK MAR and/or MAR, (ii) in connection with money
laundering and terrorist financing, it has complied with its obligations under
the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), the Terrorism Act 2006 and the Money Laundering Regulations 2007 and
(iii) it is not a person: (a) with whom transactions are prohibited under the
Foreign Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of Foreign Assets
Control of the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (c) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of a third
party, that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the Regulations and, if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and it has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to Zeus such
evidence, if any, as to the identity or location or legal status of any person
which Zeus may request from it in connection with the Placing (for the purpose
of complying with such Regulations or ascertaining the nationality of any
person or the jurisdiction(s) to which any person is subject or otherwise) in
the form and manner requested by Zeus on the basis that any failure by it to
do so may result in the number of Placing Shares that are to be subscribed for
by it or at its direction pursuant to the Placing being reduced to such
number, or to nil, as Zeus may decide in its absolute discretion;
37. that it will not make any offer to the public of those Placing Shares to
be subscribed for by it for the purposes of the EU Prospectus Regulation or
the POATR;
38. that it will not distribute any document relating to the Placing Shares
and it will be acquiring the Placing Shares for its own account as principal
or for a discretionary account or accounts (as to which it has the authority
to make the statements set out herein) for investment purposes only and it
does not have any contract, understanding or arrangement with any person to
sell, pledge, transfer or grant a participation therein to such person or any
third person with respect of any Placing Shares; save that if it is a private
client stockbroker or fund manager it confirms that in purchasing the Placing
Shares it is acting under the terms of one or more discretionary mandates
granted to it by private clients and it is not acting on an execution only
basis or under specific instructions to purchase the Placing Shares for the
account of any third party;
39. that it acknowledges that these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions shall be governed by
and construed in accordance with the laws of England and Wales and it submits
(on behalf of itself and on behalf of any person on whose behalf it is acting)
to the exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by the
Company or Zeus in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange;
40. that any documents sent to Placees will be sent at the Placees' risk.
They may be sent by post to such Placees at an address notified to Zeus;
41. that Zeus owe no fiduciary or other duties to any Placee in respect of
any representations, warranties, undertakings or indemnities in the Placing
Agreement;
42. that Zeus or any of its affiliates may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing Shares;
43. that no prospectus or offering document has been or will be prepared in
connection with the Placing and it has not received and will not receive a
prospectus or other offering document in connection with the Placing or the
Placing Shares; and
44. that if it has received any confidential price sensitive information
concerning the Company in advance of the publication of this Announcement, it
has not: (i) dealt in the securities of the Company; (ii) encouraged,
required, recommended or induced another person to deal in the securities of
the Company; or (iii) disclosed such information to any person, prior to such
information being made publicly available.
The Company, Zeus and their respective affiliates will rely upon the truth and
accuracy of each of the foregoing representations, warranties,
acknowledgements and undertakings which are given to Zeus for themselves and
on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by Zeus.
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Zeus will be responsible, and the
Placee to whom (or on behalf of whom, or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Zeus in the event that any of the Company and/or Zeus
has incurred any such liability to UK stamp duty or stamp duty reserve tax. If
this is the case, each Placee should seek its own advice and notify Zeus
accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares.
All times and dates in this Announcement (including this Appendix) may be
subject to amendment. Zeus shall notify the Placees and any person acting on
behalf of the Placees of any changes.
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Zeus or by any of its respective affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that Zeus and/or any of its affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares. Each Placee acknowledges and is aware that Zeus is receiving a fee in
connection with its role in respect of the Placing as detailed in the Placing
Agreement.
When a Placee or person acting on behalf of the Placee is dealing with Zeus,
any money held in an account with Zeus on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from Zeus's money in accordance with the client money
rules and will be used by Zeus in the course of its own business; and the
Placee will rank only as a general creditor of that Zeus.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
The rights and remedies of Zeus and the Company under the terms and conditions
set out in this Appendix are in addition to any rights and remedies which
would otherwise be available to each of them and the exercise or partial
exercise of one will not prevent the exercise of others.
Time is of the essence as regards each Placee's obligations under this
Appendix.
Any document that is to be sent to it in connection with the Placing will be
sent at its risk and may be sent to it at any address provided by it to Zeus.
Each Placee may be asked to disclose, in writing or orally to Zeus: (a) if
they are an individual, their nationality; or (b) if they are a discretionary
fund manager, the jurisdiction in which the funds are managed or owned.
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 (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
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