REG - Malvern Inter. PLC - Placing and Total Voting Rights

Malvern InternationalAnnouncement

10/11/2022 07:00

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RNS Number : 8951F  Malvern International PLC  10 November 2022

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

 

 

10 November 2022

 

Malvern International plc

("Malvern" or the "Company")

 

Placing

Total Voting Rights

 

Malvern International plc (AIM: MLVN), the global learning and skills
development partner, announces that it has undertaken a placing of 2,500,000
new ordinary shares of 1p each ("New Ordinary Shares") at a price of 8 pence
per share (the "Placing Price") to raise £200,000 (before expenses) which
will be used principally to redeem the final tranche of Company's outstanding
loan notes ("Loan Notes").

 

The Placing Price represents a discount of approximately 3.03 per cent to the
closing mid-market price of 8.25 pence per Ordinary Share on 9 November 2022,
being the latest practicable business day prior to the publication of this
Announcement.

 

The outstanding Loan Notes amounting to £178,102 are held by Mr Ho Peng
Cheong (the "Holder"). The Holder has agreed that the outstanding principal of
the Loan Notes may be redeemed at a five per cent. discount. In addition, the
Holder has agreed to sell all the ordinary shares he holds in the ordinary
share capital of the Company (the "Sale"), amounting to 917,600 ordinary
shares (the "Sale Shares") at the Placing Price in transactions which are
expected to be executed today. Certain Directors of the Company have indicated
their intention to purchase in aggregate 547,004 Sale Shares amounting to
£43,760 as follows:

 

 Name           Amount    Number of Shares
 Richard Mace   £16,000   200,002
 Daniel Fisher  £1,500    18,750
 Mark Elliott   £13,130   164,126
 Alan Carroll   £13,130   164,126

 

 

 Placing and Sale summary

 

·      The Placing has raised £200,000 (before expenses) through the
issue of 2,500,000 New Ordinary Shares at the Placing Price.

·      The New Ordinary Shares represent approximately 10.2 per cent. of
the Enlarged Issued Ordinary Share Capital.

·      The Sale will generate proceeds to the Holder of £73,408 through
the sale of 917,600 Sale Shares at the Placing Price.

·      The Sale Shares represent approximately 4.2 per cent. of the
Existing Issued Ordinary  Share Capital and represent approximately 3.8 per
cent of the Enlarged Issued Ordinary Share Capital

 

The net proceeds of the Placing will be used to satisfy the outstanding
principal of the Loan Notes, outstanding interest on the Loan Notes at the
date of redemption and to pay costs.

 

Reasons for the Loan Note redemption, Placing and Sale

 

The amount of principal outstanding on the Loan Notes is £178,102. Under
existing arrangements that amount is redeemable on 31 December and if not
settled by 31 January 2022 is convertible into Ordinary Shares.

 

The Company has agreed with the Holder that full and final settlement of the
final tranche of the principal of outstanding Loan Notes can be made for
£169,196.90 which represents a five per cent. discount. In addition, the
Holder has agreed to the sale of the Sale Shares, being all of his shares in
the ordinary share capital of the Company, at the Placing Price.

 

Previous tranches of Loan Notes have been converted and, when possible, sold
by the Holder which the Directors consider has been a drag on the share price.
The Directors believe a conversion of the final tranche of loan notes would
exacerbate this issue. They are therefore pleased to have undertaken a
successful placing to fund the redemption of the Loan Notes while also
facilitating the Sale, which the Directors believe are in the best interests
of shareholders.

 

 

Placing information

 

WH Ireland Limited ("WH Ireland") acted as sole bookrunner in connection with
the Placing.

 

The Placing has not been underwritten by WH Ireland and is conditional inter
alia on the placing agreement dated 9 November 2022 between the Company and WH
Ireland (the "Placing Agreement") not having been terminated and Admission.

 

The New Ordinary Shares will be issued, credited as fully paid, and will rank
pari passu with the  Ordinary Shares in issue in the capital of the Company,
including the right to receive all dividends and other distributions (if any)
declared, made or paid on or in respect of such shares after the date of their
issue.

 

 

Admission to trading

 

Application will be made to the London Stock Exchange for Admission, which
is expected to become effective and dealings in the New Ordinary Shares to
commence at, 8.00 a.m. on or around 14 November 2022.

 

 

Total Voting Rights

 

Following Admission, the Company's issued ordinary share capital will consist
of 24,442,400 Ordinary Shares of which none are held in treasury. Therefore
the total voting rights in the Company is 24,442,400 and Shareholders may use
this figure as the denominator by which they are required to notify their
interest in, or change to their interest in, the Company under the Disclosure
Guidance and Transparency Rules.

 

 For further information please contact:

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

 WH Ireland (NOMAD & Broker)               www.whirelandcb.com (http://www.whirelandcb.com/)
 Mike Coe / Sarah Mather                   0207 220 1666

Notes to Editors:

Malvern International is a learning and language skills development partner,
offering international students essential academic and English language
skills, cultural experiences and the support they need to thrive in their
academic studies, daily life and career development.

University Pathways  - on and off-campus university pathway programmes
helping students progress to a range of universities, as well as in-sessional
and pre-sessional courses.

 Malvern House Schools  - British Council accredited English Language
Training at English UK registered schools in London, Brighton and Manchester.

Malvern Online Academy  - British Council accredited online school, offering
supported tuition to students from around the world in English language,
higher education, and professional education.

Juniors and summer camps  - fully-immersive summer residential English
language camps and bespoke group programmes for 13 to 18 year olds.

For further investor information go to  www.malverninternational.com
(http://www.malverninternational.com/)

 

 

 

 

 

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