Malvern International PLC Loan Agreement (1395K)
27 August 2019 - 4:01PM
UK Regulatory
TIDMMLVN
RNS Number : 1395K
Malvern International PLC
27 August 2019
27 August 2019
MALVERN INTERNATIONAL PLC
("Malvern", the "Group" or the "Company")
Loan Agreement
Malvern International plc (AIM: MLVN), the global learning and
skills development partner, is pleased to announce that it has
entered into a loan agreement with Boost & Co Ltd ("Boost" or
the "Lender") for working capital purposes, to repay a shareholder
loan and to fund the continued development of the Group.
Subject to certain terms of the loan agreement, Boost has agreed
to make available to Malvern a cash advance facility comprising two
tranches:
-- The first tranche ("Tranche 1") of GBP2,600,000 which will be drawn in full immediately; and,
-- an optional second tranche ("Tranche 2") of up to
GBP4,000,000, which, subject to certain conditions, will be
available to the Group to fund a permitted acquisition.
Interest on the amounts drawn down will be charged as the higher
of (a) 10% per annum, or (b) 8% per annum plus LIBOR, calculated on
the relevant drawdown date and thereafter monthly on each repayment
date. The first 12 months following each drawdown are interest only
periods where no capital repayments in respect of each drawdown can
be made. Thereafter, the capital (together with accrued interest)
is repayable in equal instalments over 48 months.
The amounts drawn down are secured by way of debentures
constituting the first fixed and floating charges over the Group's
assets in the UK and Singapore, including fixed charge security
over the shares held in each English subsidiary of the Company.
An arrangement fee of 1.25% is payable on the drawn down amounts
with the arrangement fee of Tranche 1 being paid on the signing of
the loan agreement.
In addition, the Lender is entitled to warrants calculated at
12% of the drawn down amount divided by the 28 day average share
price preceding the date of draw down (the "Strike Price").
Therefore, in connection with Tranche 1, the Company will be
issuing warrants over approximately 12.2 million shares. These
warrants are exercisable at the Strike Price at any time over the
following 10 years from the date of drawdown. There is also an
option for the warrants to be exercised on a cashless basis that
would result in fewer shares being issued to satisfy the
warrants.
Part of the net proceeds of Tranche 1 will be used to repay a
shareholder loan of GBP564,000 owed to KSP Investments PTE Ltd, the
Company's largest shareholder.
Commenting on the loan, Sam Malafeh, Chief Executive at Malvern,
said:
"We are pleased to have secured this loan facility from Boost
which will provide additional cash resources to support the Group's
continuing growth and strategic development and enable us to
accelerate rollout of some of our new products."
Certain information contained in this announcement would have
constituted inside information (as defined by Article 7 of
Regulation (EU) No 596/2014) ("MAR") prior to its release as part
of this announcement and is disclosed in accordance with the
Company's obligations under Article 17 of MAR.
For further information please
contact:
Malvern International Plc www.malverninternational.com
Dr Sam Malafeh - Chief Executive Via Walbrook PR
Officer
malvern@walbrookpr.com
WH Ireland (NOMAD & Broker) www.whirelandcb.com
Mike Coe / Chris Savidge +44 117 945 3470
Walbrook PR +44 20 7933 8780
Tom Cooper / Paul McManus +44 797 122 1972
tom.cooper@walbrookpr.com
Notes to Editors:
Malvern International is a global learning and skills
development partner preparing students and learners to meet the
demands of a professional life. Courses are delivered on sites in
London, Manchester, Singapore, and Malaysia; with the option of
studying across multiple campus' over the duration of the same
course; and online through the Malvern Online Academy.
Courses include:
-- Certificate, Diploma and pre-University programs;
-- University degree and post-graduate programs;
-- Courses for professional examinations e.g. ACCA;
-- Tuition services for secondary school students and English language teaching.
Established in the 1980's and admitted to AIM in 2004, Malvern
employs approximately 250 people and delivers a wide range of
courses. Malvern's growth strategy is driven by organic growth
initiatives complemented by strategic acquisitions. For further
investor information go to www.malverninternational.com or
www.walbrookpr.com/malvern.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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