21 October 2016
Malvern International Plc
(“Malvern” or the “Company”)
Loan Conversion and Share Subscription
This announcement includes inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 and is disclosed in accordance with the Company’s obligations under Article 17 of those Regulations.
Malvern is pleased to announce that it has agreed with with KSP Investments Pte Limited (“KSP”) that of a further £178,404 of its loan to the Company will be converted into 3,568,080 ordinary shares at a conversion price of 5 pence per share. (the “Loan Conversion”).
The Company has also pleased to announce that CG Corp, (a Cinnovation group company) has subscribed for 4,579,840 new ordinary shares at a price of 5 pence per share raising £228,992 (the “Share Subscription”). The proceeds of the Share Subscription will provide additional working capital and facilitate the continued development of certain new initiatives as outlined in the interim report.
As each of KSP and CG Corp are substantial shareholders in the Company, the Loan Conversion and the Share Subscription are each classified as related party transactions for the purposes of AIM Rule 13. The independent directors in respective of each transaction, consider, having consulted with WH Ireland Limited, the Company’s nominated adviser, that the terms of the Loan Conversion and the Share Subscription are fair and reasonable insofar as the Company’s shareholders are concerned.
As a result of the Loan Conversion and the subscription KSP and CG Corp will be issued with 3,568,080 and 4,579,840 new ordinary shares respectively (the “New Ordinary Shares”). Following Admission of the New Ordinary Shares the shareholdings of KSP and CG Corp will be as follows:
Existing holding of Ordinary Shares
New ordinary shares arising from Loan Conversion / Share Subscription
Shareholding immediately following Loan Conversion/ Share Subscription
Percentage of share capital immediately following Loan Conversions
KSP Investments Pte Limited and connected parties
Application has been made for the 8,147,920 New Ordinary Shares arising pursuant to the Loan Conversion and Share Subscription to be admitted to trading on AIM. Dealings are expected to commence on 26 October 2016.
In accordance with the provisions of the Disclosure and Transparency Rules of the Financial Conduct Authority, the Company confirms that, following these transactions, its issued share capital will comprise 92,277,983 Ordinary Shares of 5p each. All of the Ordinary Shares have equal voting rights and none of the Ordinary Shares are held in Treasury. The total number of voting rights in the Company is therefore 92,277,983. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure and Transparency Rules.