Director/PDMR Shareholding

RNS Number : 0422B

Malvern International PLC

30 March 2017

 

30 March 2017

MALVERN INTERNATIONAL PLC

("Malvern" or the "Company")

Director / PDMR Shareholding

Issue of Equity

Malvern International plc (AIM: MLVN), the provider of educational services in the UK, Europe and Asia, is pleased to announce that it has agreed with KSP Investments Pte Limited ("KSP") that a further £80,000 of its loan to the Company will be converted into 1,600,000 new ordinary shares at a conversion price of 5 pence per share (the "Loan Conversion"). In addition KSP has agreed to advance the Company a further £315,949 on an unsecured, interest free basis of which £150,000 is expected to be repaid with five months (the "Loan Increase"). Following this Loan Increase and Loan Conversion, the balance of the loan outstanding with KSP is now £1,313,471.

The Company is also pleased to announce that CG Corp, (a Cinnovation group company) has subscribed for 2,200,000 new ordinary shares at a price of 5 pence per share raising £110,000 (the "Share Subscription"). The proceeds of the Share Subscription will provide additional funds and facilitate the continued development of certain new initiatives as outlined in the strategic plan announced on 19 December 2016.

Furthermore, the Company has agreed to issue an aggregate of 600,000 new ordinary shares at a value of 5 pence per share to Haider Sithawalla in lieu of salary/fees (the "Directors' Conversion"). Each of KSP and CG Corp (as substantial shareholders in the Company) and Haider Sithawalla (as a director) are related parties, therefore the Loan Increase, the Loan Conversion, Share Subscription and Director's Conversion are each classified as related party transactions for the purposes of AIM Rule 13. The independent directors in respect of each transaction, consider, having consulted with WH Ireland Limited, the Company's nominated adviser, that the terms of the Loan Increase, the Loan Conversion, Share Subscription and Director's Conversion are fair and reasonable insofar as the Company's shareholders are concerned.

Application will be made for the 4,400,000 new ordinary shares arising pursuant to the Loan Conversion, Share Subscription and Director's Conversion (the "New Ordinary Shares") to be admitted to trading on AIM ("Admission"). Dealings are expected to commence on 6 April 2017.

Following Admission of the New Ordinary Shares the shareholdings of KSP and CG Corp and their respective connected parties will be as follows: 

Name	Shareholding immediately before Admission	Percentage of share capital before Admission	Shareholding immediately following Admission	Percentage of share capital immediately following Admission
KSP Investments Pte Limited and connected parties¹	29,651,117	29.02	31,851,117	29.89
CG Corp and connected parties²	29,591,122	28.97	31,791,122	29.83

¹ includes shares held by directors, Haider Sithawalla and Gopinath Pillai

² includes shares held by Sabin Joshi

In accordance with the provisions of the Disclosure and Transparency Rules of the Financial Conduct Authority, the Company confirms that, following these transactions, its issued share capital will comprise 106,557,983 ordinary shares of 5 pence 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 106,557,983. 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

Following the issue of the New Ordinary Shares, Haider Sithawalla is interested (directly or indirectly) in a total of 1,519,000 ordinary shares representing approximately 1.43 per cent. of the Company's issued share capital.

This announcement includes inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.

The information below, set out in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Haider Sithawalla
2	Reason for the notification
a)	Position/status	Director
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Malvern International plc
b)	LEI	N/A
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 5p each GB00B04XB679
b)	Nature of the transaction	Receipt of shares in lieu of salary/fees
c)	Price(s) and volume(s)	Price(s) Volume(s)  5p 600,000
d)	Aggregated information -      Aggregated volume -      Price	600,000 £30,000
e)	Date of the transaction	29 March 2017
f)	Place of the transaction	N/A

ENDS

Contacts:
Malvern International plc	www.malverninternational.com
Haider Sithawalla Dr Sam Malafeh	[phone] [phone]
WH Ireland Limited	Nominated Adviser & Broker
Mike Coe, Ed Allsopp	[phone]

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END

 

 

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