Malvern International plc (AIM: MLVN), is pleased to announce that further to its announcement at 16.35 yesterday, it has successfully completed and closed the Fundraising which has been increased in size in order to meet demand. Terms and expressions in this announcement will have the same meaning as in that announcement.
The Fundraising has raised gross proceeds of £1.70 million through the placing of 620,150,000 New Ordinary Shares and a subscription to the Company of 230,000,000 New Ordinary Shares all at a price of 0.2 pence per share. In aggregate 850,150,000 New Ordinary Shares will be issued pursuant to the Placing and Subscription.
A total of 620,150,000 Placing Shares in the Company have been placed by WH Ireland with institutional and other investors at a price of 0.2 pence per share (the “Issue Price“) pursuant to the Firm Placing and the Conditional Placing raising in aggregate £1.24 million.
In addition, a total of 230,000,000 New Ordinary Shares in the Company have been subscribed for by Boost & Co., the principal lender to the Company at the Issue Price pursuant to the Firm Subscription and the Conditional Subscription raising aggregate gross proceeds of £0.46 million.
The Issue Price represents a discount of 13 per cent. to the closing price of 0.23 on 30 March 2021, the latest practicable date prior to the announcement of the Fundraising.
The proceeds of the Fundraising announced today will be used is to ensure Malvern has the cash resources to trade through the continued difficulties caused by COVID-19 and to build on the very significant progress that it has made in many areas of its business since the June 2020 Fundraise and take advantage of the opportunities for the business that are emerging.
The Fundraising Shares will rank pari passu with the New Ordinary Shares following the proposed Subdivision. The Fundraising Shares will represent approximately 40.7 per cent. of the Enlarged Issued Ordinary Share Capital on Admission (assuming no other issuance of ordinary shares prior to Admission).
The Firm Placing and Firm Subscription are conditional only upon compliance by the Company in all material respects with its obligations under the Placing Agreement and the occurrence of First Admission. The Conditional Placing and Conditional Subscription are is subject upon, inter alia, shareholder approval, Admission becoming effective and the Placing Agreement becoming unconditional and not being terminated in accordance with its terms.
The Company expects to publish a circular in connection with the Fundraising, in due course, which will contain a notice convening the General Meeting in order to approve certain matters necessary to implement the Fundraising.
A copy of the Circular will be made available on the Company’s website: www.malverninternational.com.
The Circular sets out arrangements for the General Meeting in light of the current British Government restrictions placed on public gatherings in response to the COVID-19 outbreak. Under the current prohibition on non-essential travel and public gatherings, it will not be possible for Shareholders to attend the General Meeting in person. Shareholders are strongly urged to vote by proxy in advance of the deadline by completing their form of proxy in accordance with the instructions and further details are set out in the Circular and the form of proxy. The General Meeting is expected to be convened for 11 a.m. on 20 April 2021, with the minimum necessary quorum of two shareholders (which will be facilitated by the Company).
The actions that Shareholders should take to vote on the Resolutions will be set out in the Circular to be posted in due course, along with the recommendations of the Directors.
First Admission and Total Voting Rights
The issue of the Firm Fundraising Shares, being 240,933,450 New Ordinary Shares, is being carried out within the Company’s existing share authority to issue Ordinary Shares for cash.
Application has been made to the London Stock Exchange for the Firm Fundraising Shares to be admitted to trading on AIM. It is expected that the Firm Fundraising Shares will be admitted to trading on AIM at 8.00 a.m. on or around 8 April 2021 (or such later date as may be agreed between the Company and WH Ireland, but no later than 15 April 2021).
Following First Admission, the total number of Ordinary Shares in the Company in issue will be 1,445,900,690 and the total number of voting rights will be 1,445,900,690. 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 Company under the FCA’s Disclosure Guidance and Transparency Rules.
Second Admission and Total Voting Rights
The issue of the Conditional Fundraising Shares and the Creditor Conversion Shares, being in aggregate 641,566,550 New Ordinary Shares respectively, is being carried out within the Company’s existing share authority to issue Ordinary Shares for cash is conditional upon (amongst other things) the passing of the Resolution 1 at the General Meeting.
Application has been made to the London Stock Exchange for the Conditional Fundraising Shares to be admitted to trading on AIM. It is expected that the Conditional Fundraising Shares will be admitted to trading on AIM at 8.00 a.m. on or around 21 April 2021 (or such later date as may be agreed between the Company and WH Ireland, but no later than 30 April 2021).
Following Second Admission, the total number of Ordinary Shares in the Company in issue will be 2,087,467,240 and the total number of voting rights will be 2,087,467,240. 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 Company under the FCA’s Disclosure Guidance and Transparency Rules.