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Share Subscription and Notice of GM

Share Subscription and Notice of GM.

articleMalvern International PlcDecember 3, 20133/company/malvern-international/news/share-subscription-and-notice-of-gm
Share Subscription and Notice of GM

About this update from Malvern International Plc

[{"type":"text","content":"\n \nRNS Number : 5840U AEC Education plc 03 December 2013  \n \n\nAEC Education PLC\n \n(\"AEC\" or \"the Company\")\n \nShare Subscription, Share Capital Reorganisation and Notice of General Meeting\n \nShare Subscription\n \nThe Company is delighted to announce that it has entered into a subscription agreement whereby, conditional on the passing of certain resolutions to be proposed at a general meeting of the Company, Cinnovation Incorporated (\"Cinnovation\") will subscribe for 18,852,262 new ordinary shares in the capital of the Company (\"New Ordinary Shares\") at 6p per New Ordinary Share raising a total of approximately £1,131,136 (the \"Subscription\").  On admission of the New Ordinary Shares to trading on AIM, the New Ordinary Shares will represent 29.9% of the enlarged share capital of the Company. The subscription price of 6 pence per New Ordinary Share represents a premium of 3.375p (approximately 129%) to the closing mid-market price of 2.625p per ordinary share on 2 December 2013.\n \nIn addition, the Company has entered into a conditional relationship agreement whereby Cinnovation will be entitled to appoint two persons it nominates as directors to the Board of the Company (such appointments being subject to the approval of the Company's Nominated Adviser).  The relationship agreement also governs some of the elements of the relationship between the Company and Cinnovation (as shareholder and through directors it nominates to the AEC board) by placing certain restrictions on Cinnovation which are standard for an agreement of this nature.  \n \nShare Capital Reorganisation\n \nThe par value of each existing ordinary share in the capital of the Company is 10p, which is the minimum price at which the Company's ordinary shares can be issued. As the Company's existing ordinary shares are now trading at below this price and have been trading at these levels for quite some time, in order to proceed with the Subscription, the Company is proposing to undertake a capital reorganisation (the \"Capital Reorganisation\") so that the par value of its ordinary shares is reduced to below 6p (being the price at which the New Ordinary Shares are proposed to be issued pursuant to the Subscription). The proposal would, if passed, involve splitting each issued existing ordinary...

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