TIDMMLVN
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
GBP3 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 GBP0.01.
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 11 a.m. on 31 October
Forms of Proxy 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 3 November 2022
Shares expected to commence on AIM
Expected date for CREST accounts to 3 November 2022
be credited for the New Ordinary Shares
to be held in uncertified form
Despatch of definitive share certificates Within 10 business days
in respect of the New Ordinary Shares of Admission
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
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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END
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