TIDMMLVN
RNS Number : 2775U
Malvern International PLC
01 April 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA,
CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD
BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR
ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE
OF ANY SECURITIES OF AFC ENERGY PLC IN ANY JURISDICTION WHERE TO DO
SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
1 April 2021
Malvern International plc
("Malvern", the "Company" or the "Group")
Result of Fundraising
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 GBP1.70 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
GBP1.24 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 GBP0.46 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.
Enquiries
Malvern International plc www.malverninternational.com
Richard Mace (Chief Executive Officer)
Mark Elliott (Chairman) Via Communications Portfolio
WH Ireland - Nominated Adviser and +44 (0) 207 220 1666
Broker www.whirelandcb.com
Mike Coe / Chris Savidge (Corporate
Finance)
Jasper Berry (Corporate Broking)
Communications portfolio - Public +44 (0) 203 727 1000
Relations ariane.comstive@communications-portfolio.co.uk
Ariane Comstive
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END
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April 01, 2021 03:05 ET (07:05 GMT)
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