REG - Malvern Inter. PLC - Result of General Meeting and Total Voting Rights

Malvern InternationalAnnouncement

02/11/2022 11:45

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RNS Number : 0927F  Malvern International PLC  02 November 2022

2 November 2022

MALVERN INTERNATIONAL PLC

("Malvern", the "Company" or the "Group")

 

Result of General Meeting

and

Total Voting Rights

 

Malvern International plc (AIM: MLVN), the global learning and skills
development partner, is pleased to  announce that at its General Meeting held
earlier today all the resolutions proposed, were duly passed. Details of the
resolutions were set out in a circular to shareholders dated 17 October 2022
(the "Circular"). Results of the proxy voting will be available on the
Company's website in due course.

 

All capitalised terms in this announcement are as defined in the Circular
which in addition to the Notice of General Meeting and other relevant
documents, are available on the Company's website,
www.malverninternational.com (http://www.malverninternational.com/) .

 

Share Reorganisation and New Ordinary Shares

 

Following the General Meeting, 9,312 new Ordinary Shares will be issued at a
price of 0.1 pence per share to ensure that as part of the Share
Reorganisation an exact whole number of New Consolidated Shares will be
issued. At the Share Reorganisation Record Date, the 2,194,240,000 Existing
Ordinary Shares will be consolidated into New Consolidated Ordinary Shares
each on the basis of one New Consolidated Ordinary Share for each 20,000
Existing Ordinary Shares. Each New Consolidated Ordinary Share will then be
sub-divided into 200 New Ordinary Shares and 1,800 New Deferred Shares.
Immediately following the Share Reorganisation, the Company's issued ordinary
share capital will comprise 21,942,400 Ordinary Shares of 0.1p each.

 

The closing mid-market price of an Existing Ordinary Share on 1 November 2022
was 0.095 pence which, had the Share Reorganisation occurred at that time,
would be equivalent to a price of 9.5 pence per New Ordinary Share.

 

Application has been made for the 21,942,400 New Ordinary Shares to be
admitted to trading on AIM. Dealings are expected to commence on 3 November
2022 at 8 a.m. The New Ordinary Shares will trade under the ISIN: GB00BNBVJZ07
and SEDOL: BNBVJZ0.

 

Existing share certificates will cease to be valid following the Share
Reorganisation. New share certificates in respect of the New Ordinary Shares
will be issued by first class post at the risk of the Shareholder within 10
business days of Admission. No certificates will be issued in respect of the
New Deferred Shares, nor will CREST accounts of Shareholders be credited in
respect of any entitlement to the New Deferred Shares. No application will be
made for the New Deferred Shares to be admitted to trading on AIM or any other
investment exchange. A CREST Shareholder will have their CREST account
credited with their New Ordinary Shares following Admission on 3 November
2022.

 

Total Voting Rights

 

In accordance with the provisions of the Disclosure and Transparency Rules of
the Financial Conduct Authority, the Company confirms that, following the
Share Reorganisation, its issued share capital will comprise 21,942,400 new
ordinary shares of 0.1p each ("Ordinary Share"), 44,198,781 deferred shares of
5p each, 654,234,932 deferred shares of 1p each and 2,327,186,637 deferred
shares of 0.1p each. All of the Ordinary Shares have equal voting rights and
none of the Ordinary Shares are held in Treasury. The total number of voting
rights in the Company is therefore 21,942,400. This figure may be used by
shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, the share capital of the Company under the Disclosure and
Transparency Rules.

 

The expected timetable for implementation of the proposals is as follows:

 Record Date for the Share Reorganisation                                        6 p.m. on 2 November 2022
 Admission and dealings in the New Ordinary Shares expected to commence on AIM   3 November 2022
 Expected date for CREST accounts to be credited for the New Ordinary Shares to  3 November 2022
 be held in uncertified form
 Despatch of definitive share certificates in respect of the New Ordinary        within 10 business days of Admission
 Shares to be held in certificated form, if applicable

(Notes)

(1.         Each of the times and dates above are indicative only and
if any of the details contained in the timetable above should change, the
revised times and dates will be notified to Shareholders by means of an
announcement through a Regulatory Information Service.)

(2.         All of the above times refer to London time unless
otherwise stated.)

 

 

 

 For further information please contact:

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

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

 

 

Notes to Editors:

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

 

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

 

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

 

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

 

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

 

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

 

 

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