Last checked at 20 May 2020 15:17
20 May 2020
MALVERN INTERNATIONAL PLC
("Malvern" or the "Company")
Director Dealing
Malvern International plc (AIM: MLVN), the global learning and skills development partner, announces that, pursuant to the announcement of a Fundraising this morning, it has today, conditional on completion of the Fundraising, granted options to subscribe for 65,000,000 New Ordinary Shares exercisable at a price of 0.15p subject to performance conditions.
The options are exercisable after the third anniversary of Admission subject to certain performance conditions. Of the options awarded, 50 per cent. are exercisable subject to the Company's share price reaching 1.51 pence over 40 consecutive business days. The remaining 50 per cent. are exercisable subject to the Company's share price reaching 2.62 pence for over 40 consecutive business days.
Of the options awarded 32,000,000 have been granted to Sam Malafeh, Chief Executive Officer.
The grant of options to Mr Malafeh as a Director of the Company constitutes a related party transaction under the AIM Rules. The independent Directors (being Mark Elliott and Alan Carroll) consider, having consulted with WH Ireland, the Company's nominated adviser, that the terms of grant of the options to Mr Malafeh are fair and reasonable insofar as the shareholders of Malvern are concerned.
Again pursuant to the announcement of a Fundraising this morning, the Company also announces that, conditional on completion of the Fundraising, it has agreed to convert outstanding salaries and fees into New Ordinary Shares at a price of 0.15p to the following Directors:
· Mr Sam Malafeh (Chief Executive Officer) will receive 43,333,333 New Ordinary Shares;
· Mr Mark Elliott (Non-Executive Chairman) will receive 3,982,453 New Ordinary Shares; and,
· Mr Alan Carroll (Non-Executive Director) will receive 1,840,400 New Ordinary Shares.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Company's announcement released earlier today in respect of the Proposed Fundraising unless the context provides otherwise.
The tables appearing beneath the 'Enquiries' section below provide further details for each Director in accordance with the requirements of the EU Market Abuse Regulation.
Enquiries:
| ||
Malvern International Plc | www.malverninternational.com | |
Dr Sam Malafeh - Chief Executive Officer | Via Communications Portfolio | |
WH Ireland (NOMAD & Broker) | www.whirelandcb.com | |
Mike Coe / Chris Savidge | 0207 220 1666 | |
Media enquiries | ||
Communications Portfolio | ariane@communications-portfolio.co.uk | |
Ariane Comstive | +44 7785 922 354 | |
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| Sam Malafeh | |||
2
| Reason for the notification
| ||||
a)
| Position/status
| Chief Executive Officer | |||
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
| 213800VWAV2HXY1OUT29 | |||
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 | Ordinary Shares of 1p each which, subject to the passing of the Resolutions at the General Meeting, will be sub-divided into New Ordinary Shares of 0.01p | |||
Identification code | GB00B04XB679 | ||||
b)
| Nature of the transaction
| Award of Options Receipt of shares in lieu of salary | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
Award of options | 0.15p | 32,000,000 | |||
Shares in lieu of fees | 0.15p | 43,333,333 | |||
d)
| Aggregated information | Award of options | Shares in lieu of shares | ||
- Aggregated volume | 32,000,000 | 43,333,333 | |||
- Price | £48,000 | £65,000 | |||
e)
| Date of the transaction
| 20 May 2020 | |||
f)
| Place of the transaction | London Stock Exchange, AIM | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| Mark Elliott | |||
2
| Reason for the notification
| ||||
a)
| Position/status
| Non-Executive Chairman | |||
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
| 213800VWAV2HXY1OUT29 | |||
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 | Ordinary Shares of 1p each which, subject to the passing of the Resolutions at the General Meeting, will be sub-divided into New Ordinary Shares of 0.01p | |||
Identification code | GB00B04XB679 | ||||
b)
| Nature of the transaction
| Receipt of shares in lieu of salary | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
Shares in lieu of fees | 0.15p | 3,982,453 | |||
d)
| Aggregated information | Shares in lieu of shares | |||
- Aggregated volume | 3,982,453 | ||||
- Price | £5,974 | ||||
e)
| Date of the transaction
| 20 May 2020 | |||
f)
| Place of the transaction | London Stock Exchange, AIM | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| Alan Carroll | |||
2
| Reason for the notification
| ||||
a)
| Position/status
| Non-Executive 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
| 213800VWAV2HXY1OUT29 | |||
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 | Ordinary Shares of 1p each which, subject to the passing of the Resolutions at the General Meeting, will be sub-divided into New Ordinary Shares of 0.01p | |||
Identification code | GB00B04XB679 | ||||
b)
| Nature of the transaction
| Receipt of shares in lieu of salary | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
Shares in lieu of fees | 0.15p | 1,840,400 | |||
d)
| Aggregated information | Shares in lieu of shares | |||
- Aggregated volume | 1,840,400 | ||||
- Price | £2,761 | ||||
e)
| Date of the transaction
| 20 May 2020 | |||
f)
| Place of the transaction | London Stock Exchange, AIM | |||