REG - Malvern Inter. PLC - Result of Placing

Malvern InternationalAnnouncement

17/02/2026 11:30

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RNS Number : 3637T  Malvern International PLC  17 February 2026

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THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
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ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

Malvern International plc

 

("Malvern" or the "Company")

 

Result of Placing

 

 

Malvern International plc (AIM: MLVN), the global learning and skills
development partner, is pleased to announce that, further to its announcement
of a Fundraising at 7:00 a.m. today, it has successfully completed and closed
the Placing which was oversubscribed. The Placing raised a total of £1.7m
through the issue of 7,303,672 new Ordinary Shares.

 

The Placing comprises a Firm Placing of 4,888,500 new Ordinary Shares raising
approximately £1.1m before expenses and a Conditional Placing of 2,415,172
new Ordinary Shares raising approximately £0.6m, before expenses, each case
at the Issue Price.

 

The Issue Price represents a discount of 6 per cent. to the closing middle
market price of 24.5 pence per Ordinary Share on 16 February 2026, being the
last business day prior to the announcement of the Fundraising.

 

As part of the Fundraising, the Company also announced it will launch a Retail
Offer to raise up to an additional £0.2m and a Directors' Intended
Subscription to raise approximately £0.3m, in each case at the Issue Price.

 

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 Placing, Retail Offer and Directors' Intended Subscription are
conditional (amongst other things) on the passing of Resolution 1 being
proposed at the General Meeting of the Company to be held on 5 March 2026 (or
any adjournment thereof) which will disapply statutory pre-emption rights and
authorise the issue and allotment of the Conditional Fundraising Shares on a
non-pre-emptive basis for cash.

 

Edward Roskill, a substantial shareholder in the Company, has subscribed for
869,564 Placing Shares. His participation in the Fundraising constitutes a
related party transaction under the AIM Rules. In accordance with AIM Rule 13
the Directors, having consulted with Zeus as the Company's nominated adviser,
consider that the terms of Mr. Roskill's participation in the Fundraising are
fair and reasonable insofar as Shareholders are concerned.

 

Admission and Total Voting Rights

 

Application has been made to the London Stock Exchange for admission of the
Firm Placing Shares to trading on AIM (the "Admission"). It is expected that
Admission will become effective and dealings in the Firm Placing Shares will
commence at 8.00 a.m. on or around 20 February 2026. The Firm Placing Shares
will be issued fully paid and will rank pari passu in all respects with the
Company's Existing Ordinary Shares.

 

Admission is conditional, inter alia, upon the Placing Agreement not having
been terminated and becoming unconditional in respect of the Firm Placing
Shares. Admission does not require Shareholder approval as the Firm Placing
Shares will be issued pursuant to the Company's pre-existing share capital
authorities granted at its previous general meeting.

 

 

Following Admission, the total number of Ordinary Shares in the capital of the
Company in issue will be 29,330,900 Ordinary Shares with voting rights. This
figure may be used by shareholders in the Company 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 Company's share capital
under the FCA's Disclosure Guidance and Transparency Rules.

 

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Company's announcement released at 7:00 a.m. today in
respect of the Fundraise unless the context provides otherwise.

 

 

Further information:

 

 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/

 

 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 provides on- and off-campus in-sessional and
pre-sessional programmes to support international students in progressing to a
wide range of universities and undergraduate courses. Malvern assists its
university partners with international student recruitment and conversion,
admissions, fee collection, and course delivery, including teaching,
orientation, and student support.

 

English Language Teaching is provided for Juniors aged 13 to 18 by way of
fully immersive residential English language centres and customised language
programmes at high-quality locations.

 

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

 

 

 

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