Malvern International plc (AIM: MLVN), the global learning and skills development partner, is pleased to announce that at its General Meeting held earlier today all the resolutions proposed, were duly passed. Details of the resolutions were set out in a circular to shareholders dated 17 October 2022 (the “Circular”). Results of the proxy voting will be available on the Company’s website in due course.
All capitalised terms in this announcement are as defined in the Circular which in addition to the Notice of General Meeting and other relevant documents, are available on the Company’s website, www.malverninternational.com.
Share Reorganisation and New Ordinary Shares
Following the General Meeting, 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 New Consolidated Shares will be issued. At the Share Reorganisation Record Date, the 2,194,240,000 Existing Ordinary Shares will be consolidated into New Consolidated Ordinary Shares each on the basis of one New Consolidated Ordinary Share for each 20,000 Existing Ordinary Shares. Each New Consolidated Ordinary Share will then be sub-divided into 200 New Ordinary Shares and 1,800 New Deferred Shares. Immediately following the Share Reorganisation, the Company’s issued ordinary share capital will comprise 21,942,400 Ordinary Shares of 1p each.
The closing mid-market price of an Existing Ordinary Share on 1 November 2022 was 0.095 pence which, had the Share Reorganisation occurred at that time, would be equivalent to a price of 9.5 pence per New Ordinary Share.
Application has been made for the 21,942,400 New Ordinary Shares to be admitted to trading on AIM. Dealings are expected to commence on 3 November 2022 at 8 a.m. The New Ordinary Shares will trade under the ISIN: GB00BNBVJZ07 and SEDOL: BNBVJZ0.
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 on 3 November 2022.
Total Voting Rights
In accordance with the provisions of the Disclosure and Transparency Rules of the Financial Conduct Authority, the Company confirms that, following the Share Reorganisation, its issued share capital will comprise 21,942,400 new ordinary shares of 1p each (“Ordinary Share”), 44,198,781 deferred shares of 5p each, 654,234,932 deferred shares of 1p each and 2,327,186,637 deferred shares of 0.1p 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 21,942,400. 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.
The expected timetable for implementation of the proposals is as follows:
Record Date for the Share Reorganisation
6 p.m. on 2 November 2022
Admission and dealings in the New Ordinary Shares expected to commence on AIM
3 November 2022
Expected date for CREST accounts to be credited for the New Ordinary Shares to be held in uncertified form
3 November 2022
Despatch of definitive share certificates in respect of the New Ordinary Shares to be held in certificated form, if applicable
within 10 business days of Admission
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.