TIDMMLVN
RNS Number : 6110D
Malvern International PLC
04 March 2022
4 March 2022
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
MALVERN INTERNATIONAL PLC
("Malvern" or the "Company")
Debt restructuring
Malvern International plc ("Malvern" or the "Company"), the
global learning and skills development partner, is pleased to
announce the successful negotiation to restructure its GBP2.6m debt
facility, following constructive discussions with BOOST&CO
("BOOST") the fund manager acting on behalf of the Company's
debtholder IL2 2018.
Under the original agreement monthly payments were due to
commence in April 2022 over a 24-month period at an interest rate
of 7 to 10%, dependent on quarterly revenues. The new agreement
provides for a 12-month payment and interest holiday with monthly
payments commencing from March 2023 over a five-year period, with
the interest being set at 7% for the first two years and 10% for
the subsequent three years. There are no early repayment penalties
on this facility .
In return, BOOST will receive warrants over 127,010,834 ordinary
shares at an exercise price of 0.106p pence per share, being 20%
below the average market price , taken over twenty eight (28)
calendar day period ending on the date of the Instrument . In
addition, BOOST will receive additional warrants listed (a) to (d)
with the same exercise price:
(a) if the loan has not been repaid by 1 March 2024, the warrant
share entitlement shall from that date be increased by
11,583,710(0.5% of the fully diluted share capital of the Company
as at the date of this Instrument) ;
(b) if the loan has not been repaid by 1 March 2025, the warrant
share entitlement shall from that date equal be increased by a
further 23,167,420 (1% of the fully diluted share capital of the
Company as at the date of this Instrument) ;
(c) if the loan has not been repaid by 1 March 2026, the warrant
share entitlement shall from that date be increased by a further
23,167,420 (1% of the fully diluted share capital of the Company as
at the date of this Instrument) ;
(d) if the loan has not been repaid by 1 March 2027, the warrant
share entitlement shall from that date be increased by a further
23,167,420 (1% of the fully diluted share capital of the Company as
at the date of this Instrument) .
Furthermore, it has been agreed that the exercise price of
BOOST's existing warrants over an aggregate of 45,500,464 shares be
adjusted from 0.15p per share to 0.1p.
BOOST have also provided a letter of comfort to provide ongoing
financial support to Malvern for any short-term working capital
requirement should that become necessary. It is the present policy
of BOOST to ensure that Malvern and its subsidiaries have adequate
financial resources to meet their obligations and to enable them to
continue as a going concern for a period of at least 12 months from
the date of the signing of the financial statements.
The financial resources released from the restructure funding
will facilitate an increase in student numbers, enable Malvern to
strengthen its sales and marketing capability and to pursue a
number of partnership opportunities that have been developed over
the last two years.
Richard Mace, Chief Executive Officer, said: " I would like to
thank BOOST for their continued support and professional approach
in the negotiations to restructure the Company' s debt. "
"As announced in our trading update earlier today, we are seeing
international students return to classrooms and we expect to
achieve pre-pandemic levels during the course of this year. As a
business, we are stronger than we were two years ago - we are 100%
focused in the UK, have added the Brighton school, have opened new
courses and gained additional accreditations, and have developed
our branding and recruitment channels. We believe we are well
positioned to take advantage of the opportunities available to us
and I look forward to providing further updates on our
progress."
Edd Hatfield, CFO at BOOST, added: "We are pleased to continue
our support of Malvern as the business emerges from the effects of
the Covid-19 pandemic and its management seek to take advantage of
opportunities for growth."
For further information please
contact:
Malvern International Plc www.malverninternational.com
Mark Elliott - Chairman Via our website
Richard Mace - Chief Executive
Officer
WH Ireland (NOMAD & Broker) www.whirelandcb.com
Mike Coe / Sarah Mather 0207 220 1666
Notes to Editors:
Malvern International is a learning and language skills
development partner, offering international students essential
academic and English language skills, cultural experiences and the
support they need to thrive in their academic studies, daily life
and career development.
University Pathways - on and off-campus university pathway
programmes helping students progress to a range of universities, as
well as in-sessional and pre-sessional courses.
Malvern House Schools - British Council accredited English
Language Training at English UK registered schools in London,
Brighton and Manchester.
Malvern Online Academy - British Council accredited online
school, offering supported tuition to students from around the
world in English language, higher education, and professional
education.
Juniors and summer camps - fully-immersive summer residential
English language camps and bespoke group programmes for 13 to 18
year olds.
For further investor information go to
www.malverninternational.com .
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END
MSCDZGGFRFKGZZM
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