NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT
12 November 2024
Malin Corporation
plc
("Malin" or the
"Company")
Proposed Return of Capital up to €45 million by way
of Tender Offer at €6.55 per Ordinary Share
and
Notice of Extraordinary General
Meeting
· €45 million capital return by
way of a tender offer to complete in December
2024
· Tender price is set at €6.55
per Ordinary Share
· Tender
Price represents
a premium of 12.9% to Malin's share price
· EGM to vote on resolution
required to effect Tender Offer set for 5 December
2024
Commenting on the
announcement, Liam Daniel, Chair of Malin, said:
"We are
delighted to continue to deliver on our long-standing commitment to
return the excess capital of the business to our shareholders with
this proposed return of up to €45 million by way of a tender offer.
This return of capital follows the successful divestment of our
entire stake in CG Oncology in July 2024. Our cash balance of
approximately €17 million following the completion of the tender
offer will be used to fund the Company's operations and to allow
for the orderly realisation of Malin's remaining investments,
including possible investments into these existing assets if
strategically or financially attractive investment opportunities
arise."
Introduction
On 27 August 2024, Malin announced its intention to
return capital of approximately €45 million to Shareholders by way
of a tender offer to be launched by the end of this year. Malin subsequently sought shareholder
approval to create further distributable reserves through a share
capital reduction (the "Share Capital Reduction") as a prior step
to launching a tender offer, and such approval was granted by
Shareholders at an extraordinary general meeting of the Company
held on 26 September 2024. The Share Capital Reduction was approved
by the Irish High Court on 31 October 2024 and the Company is today
pleased to announce the details of its proposal to return capital
of up to approximately €45 million to Qualifying Shareholders by
way of the Tender Offer.
Under the Tender Offer, Qualifying Shareholders are
invited to tender some or all of their Ordinary Shares (with an
Individual Basic Entitlement to tender approximately 36.37% of the
Ordinary Shares held by them at the Tender Offer Record Date,
rounded down to the nearest whole number) at a price of €6.55 per
Ordinary Share (the "Tender Price").
Qualifying Shareholders are not required to tender
any or all of their Ordinary Shares if they do not wish to do
so.
The Tender Price represents a premium of 12.9% to the
closing price of €5.80 per Ordinary Share on 8 November 2024 and is
equal to the Estimated Intrinsic Equity Value per Ordinary Share of
€6.55 on 8 November 2024.
A shareholder circular (the "Circular"), containing
the formal terms and conditions of the Tender Offer and
instructions to Qualifying Shareholders on how to tender their
Ordinary Shares should they choose to do so, has today been
posted to Shareholders and is also available on the Company's
website (www.malinplc.com).
The Tender Offer opens today and will close at 1.00
p.m. on 12 December 2024.
In order to implement the Tender Offer, a shareholder
resolution (the "Resolution") must be passed. The Circular contains
a notice of Extraordinary General Meeting ("EGM") to be held at the
Conrad Hotel, Earlsfort Terracе, Dublin 2, D02 V562, Ireland on 5
December 2024 at 10.30 a.m. to consider the Resolution. If the
Resolution is not passed by Shareholders at the EGM, the Tender
Offer will not proceed.
An expected timetable of principal events is set out
in Appendix I to this announcement. Capitalised terms used in this
announcement, which have not been defined have the meanings given
to them in the Circular, unless the context provides otherwise.
Background to and reasons for the Tender Offer
Part of Malin's strategy, which has been outlined in
its communications to investors since the Ordinary Shares were
initially admitted to trading in 2015, is to execute returns of
excess capital of the business to Shareholders following the
realisation of value from its investee companies. Consistent with
this strategy, Malin has previously returned approximately €220
million of excess capital to Shareholders through tender offers
conducted in 2021 (approximately €80 million) and 2023
(approximately €140 million).
On 23 July 2024, Malin announced the divestment of
its entire shareholding in investee company, CG Oncology, at an
average price of approximately $33.44 per share, generating total
cash proceeds of approximately €28.5 million and realising an
approximate 175% gain on total capital invested in CG Oncology of
approximately €10.3 million. As a result, as at 23 July 2024, Malin
had a cash balance of approximately €62.4 million.
The Board has concluded that a return of up to €45
million of capital by way of the Tender Offer is in the best
interests of the Company. The Board has determined that the quantum
of the Tender Offer is appropriate and in the best interests of the
Company, providing a significant near-term return of excess capital
in the business to Qualifying Shareholders. Following the return of
the proposed Tender Offer proceeds, the Company estimates that it
will have cash of approximately €17 million, which the Board has
determined will be sufficient capital, alongside expected future
realisation proceeds, to fund the Company's operations and allow
for the orderly realisation of the Company's remaining investments,
including possible investments into Malin's existing assets if
strategically or financially attractive investment opportunities
arise. The Board remains committed to seeking to maximise value for
Shareholders.
The Board has also concluded that the Tender Price is
appropriate, taking into account the Company's Estimated Intrinsic
Equity Value per Ordinary Share and the market price of the
Ordinary Shares. The Board has obtained independent advice from
Davy in reaching this conclusion.
Benefits of the Tender Offer to Shareholders
The benefits of the Tender Offer are that it:
· is
available to all Qualifying Shareholders regardless of the size of
their shareholdings (subject to rounding in the case of fractional
entitlements);
· recognises the Estimated Intrinsic Equity Value per Ordinary
Share and the discount that the Ordinary Shares trade at compared
to this value;
· means
tendering Qualifying Shareholders will receive a premium of 12.9%
to the closing price of €5.80 per Ordinary Share on 8 November 2024
(being the Latest Practicable Date). The Tender Price is equal to
the Estimated Intrinsic Equity Value per Ordinary Share of €6.55 on
8 November 2024;
· provides Qualifying Shareholders who wish to sell Ordinary
Shares the opportunity to do so on an equivalent basis to all
Qualifying Shareholders; and
· enables those Qualifying Shareholders who do not wish to
realise their investment in Ordinary Shares at this time to
maintain their current investment in Malin and to
potentially increase their relative stake in
Malin.
How to participate in the Tender Offer
Each Qualifying Shareholder is entitled to tender a
number of Ordinary Shares equal to (or less than, if they so
choose) their Individual Basic Entitlement. Qualifying Shareholders
will also be entitled to apply to tender Ordinary Shares in excess
of their Individual Basic Entitlement and, to the extent that other
Shareholders do not tender their Individual Basic Entitlement, all
such Ordinary Shares will be scaled back pro rata to the total
number of such Ordinary Shares tendered in excess of the aggregate
Individual Basic Entitlement, such that the total number of
Ordinary Shares purchased pursuant to the Tender Offer does not
exceed 6,870,229 and the maximum total cost of the Ordinary Shares
purchased pursuant to the Tender Offer does not exceed €45 million,
in accordance with the terms and conditions of the Tender Offer set
out in the Circular.
Pentwater participation in the Tender Offer and EGM voting
support
Pentwater Capital Management LP and its affiliates
("Pentwater") currently own, manage or control, in aggregate,
5,353,631 Ordinary Shares, representing approximately 28.34% of the
Issued Ordinary Share Capital of Malin as at the Latest Practicable
Date. Pentwater intends to participate in the Tender Offer, and has
irrevocably undertaken to tender, in aggregate, 1,947,172 Ordinary
Shares (which is equal to its Individual Basic Entitlement) under
the Tender Offer at the Tender Price and to vote in favour of the
Resolution in respect of its aggregate shareholding. Pentwater is
participating in the Tender Offer in respect of its Individual
Basic Entitlement so that an obligation for Pentwater to make a
mandatory offer in cash for the entire issued share capital of the
Company pursuant to Rule 37 of the Irish Takeover Rules is not
triggered as a result of the Tender Offer and in order that the
Board can comply with its obligations under Rule 37 (c) of the
Irish Takeover Rules in connection with the Tender Offer. Further
details of this irrevocable undertaking are set out in the
Circular.
Full terms and conditions of the Tender Offer
The Tender Offer is to be effected by Davy, which is
acting as principal and on the terms and subject to the conditions
referred to in the Circular. Davy and the Company have entered into
an Option Agreement pursuant to which Davy has the right to require
the Company to acquire the Ordinary Shares purchased by it under
the Tender Offer at the Tender Price and the Company has the right
to acquire such Ordinary Shares from Davy at the Tender Price. The
Ordinary Shares successfully tendered under the Tender Offer will
be subsequently acquired by Malin from Davy pursuant to the Option
Agreement and cancelled.
Full details of the Tender Offer, including the terms
and conditions on which it is made, as well as the procedure for
tendering and settlement, are included in the Circular which has
today been posted to Shareholders and is also available on the
Company's website (www.malinplc.com).
Extraordinary General Meeting
Implementation of the Tender Offer requires approval
of the Resolution by Shareholders. The Resolution will be proposed
at an Extraordinary General Meeting of the Company to be held at
the Conrad Dublin Hotel, Earlsfort Terracе, Dublin 2, D02 V562,
Ireland at 10.30 a.m. on 5 December 2024. If the Resolution is not
passed by the Shareholders at the EGM, the Tender Offer will not
proceed.
For
further information please contact:
Malin
Fiona Dunlevy, Executive
Director/Company Secretary
Tel: +353 (0)1 901 5700
cosec@malinplc.com
Davy Corporate Finance (Financial Adviser, Euronext Growth
Listing Sponsor & Broker)
Brian Garrahy / Daragh
O'Reilly
Tel: +353 1 679 6363
Sodali & Co (Media enquiries)
Eavan Gannon
Tel: +353 87 236 5973
eavan.gannon@sodali.com
Appendix I
Expected Timeline of
Principal Events
The dates and times set out below are indicative only
and are based on the Company's current expectations and may be
subject to change. References to time in this document are to
Dublin, Ireland time unless otherwise stated. If any of the above
times and/or dates change, the revised time(s) and/or date(s) will
be notified to Shareholders by announcement through a Regulatory
Information Service.
Event
|
Time/Date
|
Launch of Tender Offer / Tender
Offer opens for acceptance
|
12
November 2024
|
Latest time and date for receipt of
Forms of Proxy for EGM
|
10.30 a.m.
on 3 December 2024
|
Time and Date of EGM
|
10.30 a.m.
on 5 December 2024
|
Latest time and date for receipt of
Electronic Instructions from Qualifying Euroclear
Participants
|
12.00 p.m.
on 12 December 2024
|
Latest time and date for receipt of
Electronic Instructions from Qualifying CDI Holders
|
Please
refer to corporate actions bulletin for cut-
off
deadline
|
Latest time and date for receipt of
Tender Forms (Qualifying Certificated Shareholders only)
|
1.00 p.m.
on 12 December 2024
|
Closing Date for the Tender
Offer
|
1.00 p.m.
on 12 December 2024
|
Tender Offer Record Date
|
6.30 p.m.
on 12 December 2024
|
Announcement of results of the
Tender Offer
|
7.00 a.m.
on 13 December 2024
|
Purchase of Ordinary Shares under
the Tender Offer
|
13
December 2024
|
Cheques dispatched and Euroclear
Bank accounts credited in respect of Tender Offer
proceeds
|
No later
than ten Business Days following the
Closing
Date
|
Note: Different deadlines and
procedures for tenders may apply in certain cases. This is
particularly relevant if you hold your interest in Ordinary Shares
in book-entry form (i.e. via the Euroclear Bank system, or in CDIs
via the CREST system). All such persons who are eligible for and
wish to participate in the Tender Offer and/or who wish to exercise
voting rights in connection with the Resolution proposed for
consideration at the EGM are recommended to consult with their
stockbroker, bank manager, solicitor, accountant or other
independent professional adviser at the earliest opportunity given
the possibility that earlier deadlines for actions than those set
out above will be applied by relevant service providers.
Important Notices
This announcement contains Inside
Information.
This announcement does not
constitute, or form part of, an offer or any solicitation of an
offer, to purchase or repurchase securities in any jurisdiction or
constitute a recommendation or advice in respect of any securities
or other financial instruments or any other matter. Malin
shareholders are advised to read carefully the Circular. Any
response to the Tender Offer should be made only on the basis of
the information in the Circular.
Davy, which is regulated in Ireland
by the Central Bank, is acting exclusively for Malin and no-one
else in connection with the matters described in this announcement.
Davy will not regard any other person (whether or not a recipient
of this announcement) as its customer or be responsible to any
other person for providing the protections to customers of Davy nor
for providing advice in relation to the transactions and
arrangements described in this announcement. Davy is not making any
representation or warranty, express or implied, as to the contents
of this announcement. Davy has not approved the contents of, or any
part of, this announcement and no liability whatsoever is accepted
by Davy for the accuracy of any information or opinions contained
in this announcement or for the omission of any information from
this announcement.
Forward-looking
Statements
This announcement contains certain
forward-looking statements with respect to the financial condition,
results of operations and business of the Group and certain plans
and objectives of the Board, that are subject to risk factors
associated with, amongst other things, the economic and business
circumstances occurring from time to time in the countries, sectors
and business segments in which the Group operates. These factors
include, but are not limited to, those discussed in Part 4 (Risk
Factors Related to the Tender Offer) of the Circular. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words of similar
meaning. These statements are based on assumptions and assessments
made by the Board in light of its experience and perception of
historical trends, current conditions, expected future developments
and other factors it believes appropriate. By their nature,
forward-looking statements involve risk and uncertainty, and the
factors described in the context of such forward-looking statements
in this document could cause actual results or developments to
differ materially from those expressed in or implied by such
forward-looking statements.
Should one or more of these risks or
uncertainties materialise, or should underlying assumptions prove
incorrect, actual results may vary materially from those described
in this document. Malin assumes no obligation to update or correct
the information contained in this document, whether as a result of
new information, future events or otherwise, except to the extent
required by law or the Euronext Growth Rules.
The statements contained in this
announcement are made as at the date of this announcement, unless
some other time is specified in relation to them, and publication
of this document shall not give rise to any implication that there
has been no change in the facts set out in this document since such
date. Nothing contained in this announcement shall be deemed to be
a forecast, projection or estimate of the future financial
performance of Malin except where expressly stated.
Notice for UK
Shareholders
This announcement and any other
documents or materials relating to the Tender Offer (including the
Circular and the Tender Form) are not being made, and this
announcement or such documents and/or materials relating to the
Tender Offer (including the Circular and the Tender Form) have not
been approved, by an authorised person for the purposes of section
21 of the Financial Services and Markets Act 2000. Accordingly,
this announcement and such other documents and/or materials
relating to the Tender Offer (including the Circular and the Tender
Form) are not being distributed to, and must not be passed on to,
the general public in the United Kingdom. The communication of this
announcement, or such other documents and/or materials relating to
the Tender Offer (including the Circular and the Tender Form) as a
financial promotion is only being made to, and may only be acted
upon by, those persons in the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Financial Promotion
Order")) or persons who are within Article 43(2) of the Financial
Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order ("Relevant
Persons"). Any person who is not a Relevant Person should not act
on or rely on this announcement or any other documents or materials
relating to the Tender Offer (including the Circular and the Tender
Form). This announcement and the documents and materials relating
to the Tender Offer (including the Circular and the Tender Form)
and their contents should not be distributed, published or
reproduced (in whole or in part) or disclosed by recipients to any
other person in the United Kingdom.
Notice for US
Shareholders
The Tender Offer relates to
securities in a non-US company and is subject to the disclosure
requirements, rules and practices applicable to companies listed on
the Euronext Growth market, operated by Euronext Dublin, on which
the Ordinary Shares are listed, which differ from those of the
United States in certain material respects. The Circular has been
prepared in accordance with the Irish law, and US Holders should
read the entire Circular, including Part 6 (Tax Aspects of the
Tender Offer), which contains important information about the
Company and the Ordinary Shares.
The Tender Offer is not subject to
the disclosure and other procedural requirements of Regulation 14D
under the US Exchange Act. The Tender Offer will be made in the
United States in accordance with the requirements of Regulation 14E
under the US Exchange Act to the extent applicable, and otherwise
in compliance with the disclosure and procedural requirements of
Irish law. The Tender Offer is made to the US Holders on the same
terms and conditions as those made to all other Shareholders to
whom the Tender Offer is being made. Any information documents,
including the Circular, are being disseminated to US Holders on a
basis comparable to the method pursuant to which such documents are
provided to the other Shareholders.
All activities of Davy with respect
to the Tender Offer in the United States, if any, will be conducted
by its affiliate, Davy Securities. US Holders should note that the
Ordinary Shares are not listed on a US securities exchange and the
Company is not subject to the periodic reporting requirements of
the US Exchange Act and is not required to, and does not, file any
reports with the US Securities and Exchange Commission thereunder.
It may be difficult for US Shareholders to enforce their rights and
any claims arising in connection with the Tender Offer under US
federal or state securities laws since the Company is located
outside the United States and most of its officers and directors
may be residents of countries other than the United States. US
Holders may not be able to sue Malin or its officers or directors
in a non-US court for violations of US securities laws. Further, it
may be difficult to compel a non-US company or its affiliates to
subject themselves to the jurisdiction or judgement of a US
court.
The receipt of cash pursuant to the
Tender Offer by a Shareholder who is a US person will be a taxable
transaction for US federal income tax purposes. Paragraph 3 of Part
6 (Tax Aspects of the Tender Offer) of the Circular sets out a
guide to certain US tax consequences of the Tender Offer for
Shareholders under current US law. However, each such Shareholder
should consult and seek individual advice from an appropriate
professional adviser.
To the extent permitted by
applicable law and in accordance with normal practice pursuant to
Irish law and the Euronext Growth Rules, the Company, Davy or any
of their respective affiliates, may from time to time and during
the pendency of the Tender Offer, and other than pursuant to the
Tender Offer, make certain purchases of, or arrangements to
purchase, Ordinary Shares outside the United States in reliance on
applicable exemptions from the requirements of Regulation 14E,
including sales and purchases of Ordinary Shares effected by Davy
acting as market maker in the Ordinary Shares. These purchases, or
other arrangements, may occur either in the open market at
prevailing prices or in private transactions at negotiated prices
and information about such purchases will be disclosed by means of
a press release or other means reasonably calculated to inform the
US Holder of such information, and if required, via any other means
required by the Euronext Growth Rules or any applicable Irish
law.
While the Tender Offer is being made
available to Shareholders in the United States, the right to tender
Ordinary Shares is not being made available in any jurisdiction in
the United States in which the making of the Tender Offer or the
right to tender such Ordinary Shares would not be in compliance
with the laws of such jurisdiction.
Neither the US Securities and
Exchange Commission nor any US state securities commission has
approved or disapproved the Tender Offer, passed any comments upon
the merits or fairness of the Tender Offer, passed any comment upon
the adequacy or completeness of the Circular or passed any comment
on whether the content in the Circular is correct or complete. Any
representation to the contrary is a criminal offence in the United
States.