Last checked at 17 Oct 2022 07:00
RNS Number : 0206D Malvern International PLC 17 October 2022 16017 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 an skills evelopment partner, is please to 160announce it will be publishing toay a circular to shareholers setting out etails of a propose Share Reorganisation, approval to which will be sought at a General Meeting to be hel on 2 November 2022.
All capitalise terms in this announcement are as efine in the Circular which, in aition to the Notice of GM an other relevant ocuments, will be available on the Company's website, www.malverninternational.com.
Backgroun to an reasons for the Share Reorganisation
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The Directors believe that the Company's current capital structure, with over 2 billion shares in issue an a share price an nominal value at a fraction of a penny, causes some confusion in the market an shoul be simplifie. The Share Reorganisation will, if implemente, allow the Company's share price to be consoliate such that it is no longer at a sub penny share price.
In aition, the closing mi-market price of 0.09 pence per share as at 14 October 2022 (the latest practical ate prior to the release of this announcement) is lower than the nominal value of the shares. The Company is prohibite from issuing shares at below nominal value an the Directors believe it is important to have the ability to issue shares shoul the nee arise.
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For these reasons the Directors consier it both appropriate an beneficial to the Company an to the Shareholers to unertake the Share Reorganisation. The Share Reorganisation will result in the Company's existing capital being consoliate an subsequently sub-ivie. Further etails of the share reorganisation are set out in the paragraph below.
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Details of the Share Reorganisation
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Uner the Share Reorganisation, 9,312 new Orinary Shares will be issue at a price of 0.1 pence per share to ensure that as part of the Share Reorganisation an exact whole number of Consoliate Orinary Shares will be issue. Then, the Orinary Shares in issue at the Recor Date will be consoliate into Consoliate Orinary Shares on the basis of one Consoliate Orinary Share for each 20,000 Orinary Shares. Each Consoliate Orinary Share will then be sub-ivie into 200 New Orinary Shares an 1,800 New Deferre Shares.
Most Shareholers will not at the Recor Date hol a number of Existing Orinary Shares that is exactly ivisible by the consoliation ratio. The result of the Consoliation, if approve, will be that such Shareholers will be left with a fractional entitlement to a resulting New Orinary Share. Any such fractions as a result of the Consoliation will be aggregate an, following the Sub-ivision, the Directors will in accorance with the Articles sell the aggregate shares in the market for the benefit of the relevant Shareholers.
The procees from the sale of the fractional entitlements shall be istribute pro rata amongst the relevant Shareholers save that where a Shareholer is entitle to an amount which is less than 1633 it will (in accorance with the Articles) not be istribute to such Shareholer but will be onate to charity by the Company.
The rights attaching to the New Orinary Shares will in accorance with the Articles be ientical in all respects to those of the Existing Orinary Shares.
The New Deferre Shares create as a result of the Sub-ivision will have the same rights an restrictions as the Existing Deferre Shares. These rights are minimal, thereby renering the Deferre Shares, effectively valueless. The rights attaching to the Deferre Shares can be summarise as follows:
183160160160160160 they will not entitle holers to receive any ivien or other istribution or to receive notice or speak or vote at general meetings of the Company
183160160160160160 they will have no rights to participate in a return of assets on a wining up
183160160160160160 they will not be freely transferable
183160160160160160 the creation an issue of further shares will rank equally or in priority to the New Deferre Shares
183160160160160160 the passing of a resolution of the Company to cancel the New Deferre Shares or to effect a reuction of capital shall not constitute a moification or abrogation of their rights an
183160160160160160 the Company shall have the right at any time to purchase all of the New Deferre Shares in issue for an aggregate consieration of 1630.01.
There are no immeiate plans to purchase or to cancel the New Deferre Shares or Existing Deferre Shares, although the Directors propose to keep the situation uner review.
Existing share certificates will cease to be vali following the Share Reorganisation. New share certificates in respect of the New Orinary Shares will be issue by first class post at the risk of the Shareholer within 10 business ays of Amission. No certificates will be issue in respect of the New Deferre Shares, nor will CREST accounts of Shareholers be creite in respect of any entitlement to the New Deferre Shares. No application will be mae for the New Deferre Shares to be amitte to traing on AIM or any other investment exchange.
A CREST Shareholer will have their CREST account creite with their New Orinary Shares following Amission, which is expecte to be on 3 November 2022.
General Meeting
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The Circular will contain a notice convening a General Meeting of the Company to be hel at the offices of WH Irelan Limite, 24 Martin Lane, Lonon, EC4R 0DR at 11:00 a.m. on 2 November 2022 at which the Resolution will be propose to implement the Share Reorganisation.
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Recommenation
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The Directors consier the Share Reorganisation, to be in the best interests of the Company an its Shareholers as a whole.160 Your Directors unanimously recommen that you vote in favour of the Resolution to be propose at the General Meeting as they inten to o in respect of their own beneficial holings.
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EXPECTED TIMETABLE OF PRINCIPAL EVENTS
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Notes
1.160160160160 Each of the times an ates above are inicative only an if any of the etails containe in the timetable above shoul change, the revise times an ates will be notifie to Shareholers by means of an announcement through a Regulatory Information Service.
2.160160160160 All of the above times refer to Lonon time unless otherwise state.
3.160160160160 All events liste in the above timetable in relation to the Share Reorganisation are conitional on the passing at the General Meeting of the Resolution
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Notes to Eitors:
Malvern International is a learning an language skills evelopment partner, offering international stuents essential acaemic an English language skills, cultural experiences an the support they nee to thrive in their acaemic stuies, aily life an career evelopment.
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University Pathways160- on an off-campus university pathway programmes helping stuents progress to a range of universities, as well as in-sessional an pre-sessional courses.
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Malvern House Schools160- British Council accreite English Language Training at English UK registere schools in Lonon, Brighton an Manchester.
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Malvern Online Acaemy160- British Council accreite online school, offering supporte tuition to stuents from aroun the worl in English language, higher eucation, an professional eucation.
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Juniors an summer camps160- fully-immersive summer resiential English language camps an bespoke group programmes for 13 to 18 year ols.
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For further investor information go to160www.malverninternational.com
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