TIDM0Y71
RNS Number : 4329O
Malin Corporation PLC
08 October 2021
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014
Malin Corporation plc
Malin Rejects A Ordinary Share Conversion Notices received from
Malin's Founders
Dublin-Ireland, 8 October 2021 : Malin Corporation plc (Euronext
Growth Dublin:MLC) ("Malin", the "Company"), a company investing in
highly innovative life sciences companies, today announces that it
has received and rejected conversion notices from the holders of
2,885,783 A Ordinary Shares in the Company ("the Founders"). The
Founders are claiming an entitlement to have their A Ordinary
Shares converted into Ordinary Shares and have submitted related
conversion notices to the Company. The Founders allege that a
change of control event, as defined in the Company's constitution,
has occurred as a result of the recently completed sale of Altan
Pharma Limited. The conversion notices have been rejected on the
basis of being unfounded and invalid.
Further to the submission of the conversion notices, on 7
October 2021 the Founders issued notice of their intention to
commence litigation against the Company if the Company does not
convert these A Ordinary Shares. While formal proceedings have not
yet been issued, the Founders have stated they will issue
proceedings on 11 October 2021 in the Irish High Court, in the
absence of conversion. The Founders have threatened to attempt to
prevent the Company from implementing any capital returns to
ordinary shareholders of Malin until their A Ordinary Shares are
converted and to seek damages for alleged losses.
As announced on 1 October 2021, the Company intends to proceed
to initiate a significant return of capital to its shareholders by
means of a tender offer before the end of 2021 with the intention
of returning the majority of its current cash balance.
The Company considers the submission of the conversion notices
and the subsequent threat of litigation to be spurious. The
conversion notices have been rejected on the basis of being
unfounded and invalid and the Company has today notified the
Founders accordingly. To the extent the Founders pursue possible
future litigation against the Company in relation to the conversion
of the A Ordinary Shares, the Company will take all required steps
to vigorously defend its position.
The conversion notices received relate to 88% of the A Ordinary
Shares in issue and, on conversion, would represent 6.2% of the
enlarged issued ordinary share capital of the Company.
Further announcements will be made in due course as and when
appropriate.
Commenting on the matter, Liam Daniel, Chairman of Malin noted,
"The Board considers this claim to be without merit and invalid.
The original intent of the A Ordinary Shares was to align the
interests of investors and the Founders and reward the Founders for
exceptional value creation. The Founders did not create value.
Although the A Ordinary Shares also carry conversion rights in the
event of a change of control, no such event has occurred. The
Company intends to take whatever actions are necessary to
vigorously defend its position and protect shareholders' interests,
while continuing to operate the business and focus on advancing our
assets towards important value inflection points."
Further information about the A Ordinary Shares
The Company issued 3,279,299 A Ordinary Shares to its Founder, a
Brandon Point Industries ("BPI") group company in March 2015, in
connection with its Admission to trading on ESM (now Euronext
Growth Market). The Company understands that following Admission,
BPI distributed the majority of the A Ordinary Shares to its
members. The conversion notices received by the Company on 1
October 2021 relate to only 2,885,783 of these shares. As
previously disclosed in the Company's Admission Document and in
subsequent Annual Reports, the A Ordinary Shares carry conversion
rights into Ordinary Shares on a one-for-one basis on the
occurrence of (A) certain defined total shareholder return
thresholds being reached (this has not occurred) or (B) a change of
control event. A change of control event is defined in the
Company's constitution as "(i) any transaction pursuant to which:
(a) a person or group of persons acting in concert (with the
meaning of the Irish Takeover Panel Act 1997 Takeover Rules, 2013),
or (b) in the case of a reverse takeover transaction, any person or
persons (not being Members prior to the transaction), directly or
indirectly, become(s) the beneficial owner, directly or indirectly,
of more than fifty percent (50%) of the Ordinary Shares at the end
of the day of completion of that transaction or (ii) the sale,
transfer or other disposition of all or substantially all of the
business or assets of the Company and its subsidiaries, taken as a
whole (determined on a consolidated basis) in each case, whether as
one or a series of connected transactions and whether by sale of
assets, merger, consolidation, recapitalization, reorganization or
otherwise, in each case, to a person or group of persons".
As previously disclosed in the Company's Annual Reports, two
current Malin executives, Darragh Lyons (CEO) and Fiona Dunlevy
(Company Secretary) ("the Executives"), each hold an indirect
economic interest of 32,793 A Ordinary Shares (each representing
approximately 1% of the total issued and outstanding A Ordinary
Shares) through their historic work on the formation of Malin and
their employment with BPI at that time. The legal interest in these
shares is owned by a BPI group company. The Executives have
voluntarily committed to Malin that any future economic gains
arising from their indirect interest in the A Ordinary Shares will
only accrue to them personally if the total shareholder return
performance conditions are achieved, thereby aligning the
Executives with shareholder wealth creation. The Executives have
committed that any gains associated with the A Ordinary Shares
which would otherwise accrue to them personally due to the
occurrence of a change of control event (and, for the avoidance of
doubt, there has been no such occurrence) shall be turned over to
the Company.
ENDS
About Malin Corporation plc
Malin (Euronext Growth Dublin:MLC) invests in and supports
highly innovative life sciences companies developing exceptional
science and technology to deliver transformative outcomes for
patients and create significant value for shareholders.
Our purpose is to create shareholder value through the
application of long-term capital and strategic support to its
investee companies 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
Jessica Bergin, Investor Relations & External Reporting
Tel: +353 (0)1 901 5700
investorrelations@malinplc.com
Davy Corporate Finance (Euronext Growth Adviser & Joint
Broker)
Brian Garrahy / Daragh O'Reilly
Tel: +353 1 679 6363
Liberum (Joint Broker)
Bidhi Bhoma / Euan Brown
Tel: +44 (0) 20 3100 2000
Powerscourt (Media enquiries)
Rory Godson / Eavan Gannon
Tel: +44 7909 926020 / +353 87 236 5973
malin@powerscourt-group.com
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