Issue of Equity and Director PDMR Shareholdings
- February 2, 2017
- Posted by: Prayush Piya
- Category: Malvern Partner News
Malvern International plc (AIM: MLVN), the provider of educational services in the UK, Europe and Asia, is pleased to announce that it has agreed with KSP Investments Pte Limited (“KSP”) that a further GBP38,000 of its loan to the Company will be converted into 760,000 new ordinary shares at a conversion price of 5 pence per share. (the “Loan Conversion”). The balance of the loan outstanding is now £997,522.
The Company is also pleased to announce that CG Corp, (a Cinnovation group company) has subscribed for 1,600,000 new ordinary shares at a price of 5 pence per share raising GBP80,000 (the “Share Subscription”). The proceeds of the Share Subscription will provide additional funds and facilitate the continued development of certain new initiatives as outlined in the strategic plan announced on 19 December 2016.
Furthermore, the Company has agreed to issue an aggregate of 2,520,000 new ordinary shares at a value of 5p per share to certain directors in lieu of salary/fees (the Directors’ Conversion”) as set out below:
|
Name |
Amount of salary/fees |
New Ordinary Shares arising from Directors’ Conversions |
|
Haider Sithawalla |
£45,000 |
900,000 |
|
Gopinath Pillai |
£20,000 |
400,000 |
|
Sabin Joshi |
£20,000 |
400,000 |
|
Ramasamy Jayapal |
£41,000 |
820,000 |
Application has been made for the 4,880,000 new Ordinary Shares arising pursuant to the Loan Conversion, Share Subscription and Directors’ Conversion (the “New Ordinary Shares”) to be admitted to trading on AIM (“Admission”). Dealings are expected to commence on 7 February 2017.
Following Admission of the New Ordinary Shares the shareholdings of KSP and CG Corp and their respective connected parties will be as follows:
|
Name |
Shareholding immediately before Admission |
Percentage of share capital before Admission |
Shareholding immediately following Admission |
Percentage of share capital immediately following Admission |
|
KSP Investments Pte Limited and connected parties¹ |
27,591,117 |
29.24 |
29,651,117 |
29.90 |
|
CG Corp and connected parties² |
27,591,122 |
29.27 |
29,591,122 |
29.84 |
¹ includes shares held by directors, Haider Sithawalla and Gopinath Pillai
² includes shares held by Sabin Joshi
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 99,157,983 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 99,157,983. 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
Following the issue of the New Ordinary Shares, Haider Sithawalla is interested (directly or indirectly) in a total of 919,000 Ordinary Shares representing approximately 0.93 per cent. of the Company’s issued share capital.
|
1 |
Details of the person discharging managerial responsibilities/person closely associated |
|||||
|
a) |
Name |
Haider Sithawalla |
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position/status |
Director |
||||
|
b) |
Initial notification/ Amendment |
Initial Notification |
||||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Malvern International plc |
||||
|
b) |
LEI |
N/A |
||||
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
|
a) |
Description of the financial instrument, type of instrument
Identification code |
Ordinary shares of 5p each
GB00B04XB679 |
||||
|
b) |
Nature of the transaction |
Receipt of shares in lieu of salary/fees |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information – Aggregated volume – Price |
900,000 £45,000 |
||||
|
e) |
Date of the transaction |
31 January 2017 |
||||
|
f) |
Place of the transaction |
N/A |
||||
Following the issue of the New Ordinary Shares, Gopinath Pillai is interested (directly or indirectly) in in a total of 425,000 Ordinary Shares representing approximately 0.43 per cent. of the Company’s issued share capital.
|
1 |
Details of the person discharging managerial responsibilities/person closely associated |
|||||
|
a) |
Name |
Gopinath Pillai |
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position/status |
Director |
||||
|
b) |
Initial notification/ Amendment |
Initial Notification |
||||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Malvern International plc |
||||
|
b) |
LEI |
N/A |
||||
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
|
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of 5p each GB00B04XB679 |
||||
|
b) |
Nature of the transaction |
Receipt of shares in lieu of salary/fees |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information – Aggregated volume – Price |
400,000 £20,000 |
||||
|
e) |
Date of the transaction |
316 January 2017 |
||||
|
f) |
Place of the transaction |
N/A |
||||
Following the issue of the New Ordinary Shares, Sabin Joshi is interested in a total of 400,000 Ordinary Shares representing approximately 0.40 per cent. of the Company’s issued share capital.
|
1 |
Details of the person discharging managerial responsibilities/person closely associated |
|||||
|
a) |
Name |
Sabin Joshi |
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position/status |
Director |
||||
|
b) |
Initial notification/ Amendment |
Initial Notification |
||||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Malvern International plc |
||||
|
b) |
LEI |
N/A |
||||
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
|
a) |
Description of the financial instrument, type of instrument
Identification code |
Ordinary shares of 5p each
GB00B04XB679 |
||||
|
b) |
Nature of the transaction |
Receipt of shares in lieu of salary/fees |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information – Aggregated volume – Price |
400,000 £20,000 |
||||
|
e) |
Date of the transaction |
31 January 2017 |
||||
|
f) |
Place of the transaction |
N/A |
||||
Following the issue of the New Ordinary Shares, Ramasamy Jayapal is interested in a total of 1,453,131 Ordinary Shares representing approximately 1.47 per cent. of the Company’s issued share capital.
|
1 |
Details of the person discharging managerial responsibilities/person closely associated |
|||||
|
a) |
Name |
Ramasamy Jayapal |
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position/status |
Director |
||||
|
b) |
Initial notification/ Amendment |
Initial Notification |
||||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Malvern International plc |
||||
|
b) |
LEI |
N/A |
||||
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
|
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of 5p each GB00B04XB679 |
||||
|
b) |
Nature of the transaction |
Receipt of shares in lieu of salary/fees |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information – Aggregated volume – Price |
820,000 £41,000 |
||||
|
e) |
Date of the transaction |
31 January 2017 |
||||
|
f) |
Place of the transaction |
N/A |
||||
You can refer to LSE article here