REG - Malvern Inter. PLC - Share Reorganisation and Notice of General Meeting

Malvern InternationalAnnouncement

17/10/2022 07:00

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RNS Number : 0206D  Malvern International PLC  17 October 2022

17 October 2022

MALVERN INTERNATIONAL PLC

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

Share Reorganisation

Notice of General Meeting

Malvern International plc (AIM: MLVN), the global learning and skills
development partner, is pleased to  announce it will be publishing today a
circular to shareholders setting out details of a proposed Share
Reorganisation, approval to which will be sought at a General Meeting to be
held on 2 November 2022.

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

Background to and reasons for the Share Reorganisation

 

The Directors believe that the Company's current capital structure, with over
2 billion shares in issue and a share price and nominal value at a fraction of
a penny, causes some confusion in the market and should be simplified. The
Share Reorganisation will, if implemented, allow the Company's share price to
be consolidated such that it is no longer at a sub penny share price.

In addition, the closing mid-market price of 0.095 pence per share as at 14
October 2022 (the latest practical date prior to the release of this
announcement) is lower than the nominal value of the shares. The Company is
prohibited from issuing shares at below nominal value and the Directors
believe it is important to have the ability to issue shares should the need
arise.

 

For these reasons the Directors consider it both appropriate and beneficial to
the Company and to the Shareholders to undertake the Share Reorganisation. The
Share Reorganisation will result in the Company's existing capital being
consolidated and subsequently sub-divided. Further details of the share
reorganisation are set out in the paragraph below.

 

 

Details of the Share Reorganisation

 

Under the Share Reorganisation, 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 Consolidated Ordinary Shares will be
issued. Then, the Ordinary Shares in issue at the Record Date will be
consolidated into Consolidated Ordinary Shares on the basis of one
Consolidated Ordinary Share for each 20,000 Ordinary Shares. Each Consolidated
Ordinary Share will then be sub-divided into 200 New Ordinary Shares and 1,800
New Deferred Shares.

Most Shareholders will not at the Record Date hold a number of Existing
Ordinary Shares that is exactly divisible by the consolidation ratio. The
result of the Consolidation, if approved, will be that such Shareholders will
be left with a fractional entitlement to a resulting New Ordinary Share. Any
such fractions as a result of the Consolidation will be aggregated and,
following the Sub-division, the Directors will in accordance with the Articles
sell the aggregated shares in the market for the benefit of the relevant
Shareholders.

The proceeds from the sale of the fractional entitlements shall be distributed
pro rata amongst the relevant Shareholders save that where a Shareholder is
entitled to an amount which is less than £3 it will (in accordance with the
Articles) not be distributed to such Shareholder but will be donated to
charity by the Company.

The rights attaching to the New Ordinary Shares will in accordance with the
Articles be identical in all respects to those of the Existing Ordinary
Shares.

The New Deferred Shares created as a result of the Sub-division will have the
same rights and restrictions as the Existing Deferred Shares. These rights are
minimal, thereby rendering the Deferred Shares, effectively valueless. The
rights attaching to the Deferred Shares can be summarised as follows:

·      they will not entitle holders to receive any dividend or other
distribution or to receive notice or speak or vote at general meetings of the
Company;

·      they will have no rights to participate in a return of assets on
a winding up;

·      they will not be freely transferable;

·      the creation and issue of further shares will rank equally or in
priority to the New Deferred Shares;

·      the passing of a resolution of the Company to cancel the New
Deferred Shares or to effect a reduction of capital shall not constitute a
modification or abrogation of their rights; and

·      the Company shall have the right at any time to purchase all of
the New Deferred Shares in issue for an aggregate consideration of £0.01.

There are no immediate plans to purchase or to cancel the New Deferred Shares
or Existing Deferred Shares, although the Directors propose to keep the
situation under review.

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, which is expected to be on 3 November
2022.

General Meeting

 

The Circular will contain a notice convening a General Meeting of the Company
to be held at the offices of WH Ireland Limited, 24 Martin Lane, London, EC4R
0DR at 11:00 a.m. on 2 November 2022 at which the Resolution will be proposed
to implement the Share Reorganisation.

 

Recommendation

 

The Directors consider the Share Reorganisation, to be in the best interests
of the Company and its Shareholders as a whole.  Your Directors unanimously
recommend that you vote in favour of the Resolution to be proposed at the
General Meeting as they intend to do in respect of their own beneficial
holdings.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 

 Despatch of this document to Shareholders                                       17 October 2022
 Latest time and date for receipt of Forms of Proxy                              11 a.m. on 31 October 2022
 General Meeting                                                                 11 a.m. on 2 November 2022
 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.

3.     All events listed in the above timetable in relation to the Share
Reorganisation are conditional on the passing at the General Meeting of the
Resolution

 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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