Issue of Equity and Director PDMR Shareholdings

RNS Number : 7512V

Malvern International PLC

01 February 2017

 

1 February 2017

MALVERN INTERNATIONAL PLC

("Malvern" or the "Company")

Issue of Equity

Director / PDMR Shareholding

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 GBP38,000 of its loan to the Company will be converted into 760,000 new ordinary shares at a conversion price of 5 pence per share. (the "Loan Conversion"). The balance of the loan outstanding is now £997,522.

The Company is also pleased to announce that CG Corp, (a Cinnovation group company) has subscribed for 1,600,000 new ordinary shares at a price of 5 pence per share raising GBP80,000 (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 2,520,000 new ordinary shares at a value of 5p per share to certain directors in lieu of salary/fees (the Directors' Conversion") as set out below:

Name	Amount of salary/fees	New Ordinary Shares arising from Directors' Conversions
Haider Sithawalla	£45,000	900,000
Gopinath Pillai	£20,000	400,000
Sabin Joshi	£20,000	400,000
Ramasamy Jayapal	£41,000	820,000

Application has been made for the 4,880,000 new Ordinary Shares arising pursuant to the Loan Conversion, Share Subscription and Directors' Conversion (the "New Ordinary Shares") to be admitted to trading on AIM ("Admission"). Dealings are expected to commence on 7 February 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	27,591,117	29.24	29,651,117	29.90
CG Corp and connected parties²	27,591,122	29.27	29,591,122	29.84

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 99,157,983 Ordinary Shares of 5p 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 99,157,983. 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 919,000 Ordinary Shares representing approximately 0.93 per cent. of the Company's issued share capital.

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 900,000
d)	Aggregated information -      Aggregated volume -      Price	900,000 £45,000
e)	Date of the transaction	31 January 2017
f)	Place of the transaction	N/A

Following the issue of the New Ordinary Shares, Gopinath Pillai is interested (directly or indirectly) in in a total of 425,000 Ordinary Shares representing approximately 0.43 per cent. of the Company's issued share capital.

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Gopinath Pillai
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 400,000
d)	Aggregated information -      Aggregated volume -      Price	400,000 £20,000
e)	Date of the transaction	316 January 2017
f)	Place of the transaction	N/A

Following the issue of the New Ordinary Shares, Sabin Joshi is interested in a total of 400,000 Ordinary Shares representing approximately 0.40 per cent. of the Company's issued share capital.

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Sabin Joshi
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 400,000
d)	Aggregated information -      Aggregated volume -      Price	400,000 £20,000
e)	Date of the transaction	31 January 2017
f)	Place of the transaction	N/A

Following the issue of the New Ordinary Shares, Ramasamy Jayapal is interested in a total of 1,453,131 Ordinary Shares representing approximately 1.47 per cent. of the Company's issued share capital.

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Ramasamy Jayapal
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 820,000
d)	Aggregated information -      Aggregated volume -      Price	820,000 £41,000
e)	Date of the transaction	31 January 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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