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Malin Corporation Plc LSE:0Y71 London Ordinary Share IE00BVGC3741 MALIN CORPORATION ORD SHS
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Malin Corporation PLC Malin Rejects A Ordinary Share Conversion Notices

08/10/2021 7:00am

UK Regulatory (RNS & others)


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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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October 08, 2021 02:00 ET (06:00 GMT)

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