TIDM0Y71
RNS Number : 6264S
Malin Corporation PLC
10 March 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE IT
IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
10 March 2023
Malin Corporation plc
("Malin" or the "Company")
Results of Annual General Meeting ("AGM")
and
Results of Extraordinary General Meeting ("EGM")
Malin is pleased to announce the results of its AGM and EGM,
each held on 10 March 2023.
At the AGM, each of the resolutions proposed to shareholders
were passed. The full text of each resolution was included in the
Notice of AGM of the Company circulated to shareholders on 16
February 2023 and made available on the Company's website.
The Company is further pleased to announce that at the EGM, the
resolutions put to shareholders to approve the Tender Offer and
related matters (as set out in full in the Notice of EGM included
in the shareholder circular dated 16 February 2023 (the
"Circular")) were duly passed by poll vote.
A summary of the voting results for the AGM and EGM are
available on the Company's website www.malinplc.com.
As announced previously, the Tender Offer opened for acceptances
on 16 February 2023 and will close for tenders at 1.00 p.m. on 20
March 2023 (the "Closing Date"), with the results of the Tender
Offer being announced on 21 March 2023. Proceeds are expected to be
despatched to Shareholders who successfully tender Ordinary Shares
no later than ten Business Days following the Closing Date.
The timetable of principal events remaining in relation to the
Tender Offer is shown below.
Expected Timetable of Principal Events
Event Time/Date
------------------------------------------ ---------------------------------
Latest time and date for receipt 12.00 p.m. on 20 March 2023
of Electronic Instructions from
Qualifying Euroclear Participants
------------------------------------------ ---------------------------------
Latest time and date for receipt Please refer to corporate actions
of Electronic Instructions from bulletin for cut-
Qualifying CDI Holders off deadline
------------------------------------------ ---------------------------------
Latest time and date for receipt 1.00 p.m. on 20 March 2023
of Tender Forms (Qualifying Certificated
Shareholders only)
------------------------------------------ ---------------------------------
Closing Date for the Tender Offer 1.00 p.m. on 20 March 2023
------------------------------------------ ---------------------------------
Tender Offer Record Date 6.30 p.m. on 20 March 2023
------------------------------------------ ---------------------------------
Announcement of results of the 7.00 a.m. on 21 March 2023
Tender Offer
------------------------------------------ ---------------------------------
Purchase of Ordinary Shares under 21 March 2023
the Tender Offer
------------------------------------------ ---------------------------------
Cheques dispatched and Euroclear No later than ten Business Days
Bank accounts credited in respect following the
of Tender Offer proceeds Closing Date
------------------------------------------ ---------------------------------
Note: The dates and times set out above are indicative only and
are based on the Company's current expectations and may be subject
to change. References to time in this document are to Dublin,
Ireland time unless otherwise stated. If any of the above times
and/or dates change, the revised time(s) and/or date(s) will be
notified to Shareholders by announcement through a Regulatory
Information Service.
Different deadlines and procedures for tenders may apply in
certain cases. This is particularly relevant if you hold your
interest in Ordinary Shares in book-entry form (i.e. via the
Euroclear Bank system, or in CDIs via the CREST system). All such
persons who are eligible for and wish to participate in the Tender
Offer and/or who wish to exercise voting rights in connection with
the Resolutions proposed for consideration at the EGM are
recommended to consult with their stockbroker, bank manager,
solicitor, accountant or other independent professional adviser at
the earliest opportunity given the possibility that earlier
deadlines for actions than those set out above will be applied by
relevant service providers.
Capitalised words and expressions in this announcement shall,
unless the context provides otherwise, have the same meaning as in
the Circular.
S
About Malin Corporation plc
Malin (Euronext Growth Dublin:MLC) is a company investing in
highly innovative life sciences companies. Its purpose is to create
shareholder value through the application of long-term capital and
operational and strategic expertise to a diverse range of global
healthcare businesses. Malin has a focus on innovative businesses
underpinned by exceptional science and works with its investee
companies, providing strategic and financial support to enable them
to reach their value potential. Malin is headquartered and
domiciled in Ireland and listed on the Euronext Growth Dublin. For
more information visit www.malinplc.com.
For further information contact:
Malin
Gary Curran, Assistant Company Secretary
(cosec@malinplc.com)
Andrea Stafford, Head of Finance
(investorrelations@malinplc.com)
Tel: +353 (0)1 901 5700
Davy (Financial Adviser, Euronext Growth Listing Sponsor &
Joint Broker)
Brian Garrahy / Daragh O'Reilly
Tel: +353 (0)1 679 6363
Liberum (Joint Broker)
Phil Walker / Ben Cryer
Tel: +44 (0) 20 3100 2000
Powerscourt (Media enquiries)
Eavan Gannon
Tel: +353 83 448 8339
malin@powerscourt-group.com
Important Notices
This announcement does not constitute, or form part of, an offer
or any solicitation of an offer, to purchase or repurchase
securities in any jurisdiction or constitute a recommendation or
advice in respect of any securities or other financial instruments
or any other matter. Malin shareholders are advised to read
carefully the Circular. Any response to the Tender Offer should be
made only on the basis of the information in the Circular.
Davy, which is regulated in Ireland by the Central Bank, is
acting exclusively for Malin and no-one else in connection with the
matters described in this announcement. Davy will not regard any
other person (whether or not a recipient of this announcement) as
its customer or be responsible to any other person for providing
the protections to customers of Davy nor for providing advice in
relation to the transactions and arrangements described in this
announcement. Davy is not making any representation or warranty,
express or implied, as to the contents of this announcement. Davy
has not approved the contents of, or any part of, this announcement
and no liability whatsoever is accepted by Davy for the accuracy of
any information or opinions contained in this announcement or for
the omission of any information from this announcement.
Forward-looking Statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of the Group and certain plans and objectives of the
Board, that are subject to risk factors associated with, amongst
other things, the economic and business circumstances occurring
from time to time in the countries, sectors and business segments
in which the Group operates. These factors include, but are not
limited to, those discussed in Part 4 (Risk Factors Related to the
Tender Offer) of the Circular. These forward-looking statements can
be identified by the fact that they do not relate only to
historical or current facts. Forward looking statements often use
words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "will", "may", "should",
"would", "could" or other words of similar meaning. These
statements are based on assumptions and assessments made by the
Board in light of its experience and perception of historical
trends, current conditions, expected future developments and other
factors it believes appropriate. By their nature, forward-looking
statements involve risk and uncertainty, and the factors described
in the context of such forward-looking statements in this document
could cause actual results or developments to differ materially
from those expressed in or implied by such forward-looking
statements.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this document. Malin
assumes no obligation to update or correct the information
contained in this document, whether as a result of new information,
future events or otherwise, except to the extent required by law or
the Euronext Growth Rules.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and publication of this document shall not give
rise to any implication that there has been no change in the facts
set out in this document since such date. Nothing contained in this
announcement shall be deemed to be a forecast, projection or
estimate of the future financial performance of Malin except where
expressly stated.
Notice for UK Shareholders
This announcement and any other documents or materials relating
to the Tender Offer (including the Circular and the Tender Form)
are not being made, and this announcement or such documents and/or
materials relating to the Tender Offer (including the Circular and
the Tender Form) have not been approved, by an authorised person
for the purposes of section 21 of the Financial Services and
Markets Act 2000. Accordingly, this announcement and such other
documents and/or materials relating to the Tender Offer (including
the Circular and the Tender Form) are not being distributed to, and
must not be passed on to, the general public in the United Kingdom.
The communication of this announcement, or such other documents
and/or materials relating to the Tender Offer (including the
Circular and the Tender Form) as a financial promotion is only
being made to, and may only be acted upon by, those persons in the
United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Financial Promotion Order")) or persons who are
within Article 43(2) of the Financial Promotion Order or any other
persons to whom it may otherwise lawfully be made under the
Financial Promotion Order ("Relevant Persons"). Any person who is
not a Relevant Person should not act on or rely on this
announcement or any other documents or materials relating to the
Tender Offer (including the Circular and the Tender Form). This
announcement and the documents and materials relating to the Tender
Offer (including the Circular and the Tender Form) and their
contents should not be distributed, published or reproduced (in
whole or in part) or disclosed by recipients to any other person in
the United Kingdom.
Notice for US Shareholders
The Tender Offer relates to securities in a non-US company and
is subject to the disclosure requirements, rules and practices
applicable to companies listed on the Euronext Growth market,
operated by Euronext Dublin, on which the Ordinary Shares are
listed, which differ from those of the United States in certain
material respects. The Circular has been prepared in accordance
with the Irish law, and US Holders should read the entire Circular,
including Part 6 (Tax Aspects of the Tender Offer), which contains
important information about the Company and the Ordinary
Shares.
The Tender Offer is not subject to the disclosure and other
procedural requirements of Regulation 14D under the US Exchange
Act. The Tender Offer will be made in the United States in
accordance with the requirements of Regulation 14E under the US
Exchange Act to the extent applicable, and otherwise in compliance
with the disclosure and procedural requirements of Irish law. The
Tender Offer is made to the US Holders on the same terms and
conditions as those made to all other Shareholders to whom the
Tender Offer is being made. Any information documents, including
the Circular, are being disseminated to US Holders on a basis
comparable to the method pursuant to which such documents are
provided to the other Shareholders.
All activities of Davy with respect to the Tender Offer in the
United States, if any, will be conducted by its affiliate, Davy
Securities. US Holders should note that the Ordinary Shares are not
listed on a US securities exchange and the Company is not subject
to the periodic reporting requirements of the US Exchange Act and
is not required to, and does not, file any reports with the US
Securities and Exchange Commission thereunder. It may be difficult
for US Shareholders to enforce their rights and any claims arising
in connection with the Tender Offer under US federal or state
securities laws since the Company is located outside the United
States and most of its officers and directors may be residents of
countries other than the United States. US Holders may not be able
to sue Malin or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company or its affiliates to subject themselves to
the jurisdiction or judgement of a US court.
The receipt of cash pursuant to the Tender Offer by a
Shareholder who is a US person will be a taxable transaction for US
federal income tax purposes. Paragraph 3 of Part 6 (Tax Aspects of
the Tender Offer) of the Circular sets out a guide to certain US
tax consequences of the Tender Offer for Shareholders under current
US law. However, each such Shareholder should consult and seek
individual advice from an appropriate professional adviser.
To the extent permitted by applicable law and in accordance with
normal practice pursuant to Irish law and the Euronext Growth
Rules, the Company, Davy or any of their respective affiliates, may
from time to time and during the pendency of the Tender Offer, and
other than pursuant to the Tender Offer, make certain purchases of,
or arrangements to purchase, Ordinary Shares outside the United
States in reliance on applicable exemptions from the requirements
of Regulation 14E, including sales and purchases of Ordinary Shares
effected by Davy acting as market maker in the Ordinary Shares.
These purchases, or other arrangements, may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices and information about such purchases will be
disclosed by means of a press release or other means reasonably
calculated to inform the US Holder of such information, and if
required, via any other means required by the Euronext Growth Rules
or any applicable Irish law.
While the Tender Offer is being made available to Shareholders
in the United States, the right to tender Ordinary Shares is not
being made available in any jurisdiction in the United States in
which the making of the Tender Offer or the right to tender such
Ordinary Shares would not be in compliance with the laws of such
jurisdiction.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved the Tender
Offer, passed any comments upon the merits or fairness of the
Tender Offer, passed any comment upon the adequacy or completeness
of the Circular or passed any comment on whether the content in the
Circular is correct or complete. Any representation to the contrary
is a criminal offence in the United States.
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END
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