Placing and Total Voting Rights

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

10 November 2022

Malvern International plc

("Malvern" or the "Company")

Placing

Total Voting Rights

Malvern International plc (AIM: MLVN), the global learning and skills development partner, announces that it has undertaken a placing of 2,500,000 new ordinary shares of 1p each ("New Ordinary Shares") at a price of 8 pence per share (the "Placing Price") to raise £200,000 (before expenses) which will be used principally to redeem the final tranche of Company's outstanding loan notes ("Loan Notes").

The Placing Price represents a discount of approximately 3.03 per cent to the closing mid-market price of 8.25 pence per Ordinary Share on 9 November 2022, being the latest practicable business day prior to the publication of this Announcement.

The outstanding Loan Notes amounting to £178,102 are held by Mr Ho Peng Cheong (the "Holder"). The Holder has agreed that the outstanding principal of the Loan Notes may be redeemed at a five per cent. discount. In addition, the Holder has agreed to sell all the ordinary shares he holds in the ordinary share capital of the Company (the "Sale"), amounting to 917,600 ordinary shares (the "Sale Shares") at the Placing Price in transactions which are expected to be executed today. Certain Directors of the Company have indicated their intention to purchase in aggregate 547,004 Sale Shares amounting to £43,760 as follows:

 Placing and Sale summary

·      The Placing has raised £200,000 (before expenses) through the issue of 2,500,000 New Ordinary Shares at the Placing Price.

·      The New Ordinary Shares represent approximately 10.2 per cent. of the Enlarged Issued Ordinary Share Capital.

·      The Sale will generate proceeds to the Holder of £73,408 through the sale of 917,600 Sale Shares at the Placing Price.

·      The Sale Shares represent approximately 4.2 per cent. of the Existing Issued Ordinary  Share Capital and represent approximately 3.8 per cent of the Enlarged Issued Ordinary Share Capital

The net proceeds of the Placing will be used to satisfy the outstanding principal of the Loan Notes, outstanding interest on the Loan Notes at the date of redemption and to pay costs.

Reasons for the Loan Note redemption, Placing and Sale

The amount of principal outstanding on the Loan Notes is £178,102. Under existing arrangements that amount is redeemable on 31 December and if not settled by 31 January 2022 is convertible into Ordinary Shares.

The Company has agreed with the Holder that full and final settlement of the final tranche of the principal of outstanding Loan Notes can be made for £169,196.90 which represents a five per cent. discount. In addition, the Holder has agreed to the sale of the Sale Shares, being all of his shares in the ordinary share capital of the Company, at the Placing Price.

Previous tranches of Loan Notes have been converted and, when possible, sold by the Holder which the Directors consider has been a drag on the share price. The Directors believe a conversion of the final tranche of loan notes would exacerbate this issue. They are therefore pleased to have undertaken a successful placing to fund the redemption of the Loan Notes while also facilitating the Sale, which the Directors believe are in the best interests of shareholders. 

Placing information

WH Ireland Limited ("WH Ireland") acted as sole bookrunner in connection with the Placing.

The Placing has not been underwritten by WH Ireland and is conditional inter alia on the placing agreement dated 9 November 2022 between the Company and WH Ireland (the "Placing Agreement") not having been terminated and Admission.

The New Ordinary Shares will be issued, credited as fully paid, and will rank pari passu with the  Ordinary Shares in issue in the capital of the Company, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of such shares after the date of their issue.

Admission to trading

Application will be made to the London Stock Exchange for Admission, which  is expected to become effective and dealings in the New Ordinary Shares to commence at, 8.00 a.m. on or around 14 November 2022.

Total Voting Rights

Following Admission, the Company's issued ordinary share capital will consist of 24,442,400 Ordinary Shares of which none are held in treasury. Therefore the total voting rights in the Company is 24,442,400 and Shareholders may use this figure as the denominator by which they are required to notify their interest in, or change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.

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