Share Reorganisation and Notice of General Meeting

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 .

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 be held in uncertified form	3 November 2022
Despatch of definitive share certificates in respect of the New Ordinary Shares to be held in certificated form, if applicable	Within 10 business days of Admission

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
Mark Elliott - Chairman	Via the website
Richard Mace - Chief Executive Officer
WH Ireland (NOMAD & Broker)	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

 

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